Complex Designs
by Tomas the Betrayer
Summary: Janet Van Dyne enjoys different ways of dealing with all sorts of men in her life. Little does she know, Ultron is watching. And learning.
1. Thinking

"Jan, are you going through a tunnel right now?"

"No. Why?"

"Your voice sounds all... echoey."

"Oh, that's just 'cause I'm stuck in a ventilation duct."

"Huh."

"Yeah. So are we still on for lunch tomorrow?"

"You bet!"

"Great. See you then. Bye, girl, love you!"

"Love you too."

The Avenger Janet Van Dyne, better known as the winsome Wasp, flipped closed her cell and returned it to her costume's pocket. Her transparent wings then buzzed faster than the eye could follow, and once more she rose gracefully into the air and sped down the long corridor made of thin galvanized steel. A yellow bioluminescent glow around one hand lit the way as she continued her investigation of the subterranean tunnel system.

"How's it going there, Wasp?"

The voice of their leader came in over her antennae headset, and she sighed dramatically. "Boring, Tony. Very boring. Is this your idea of showing a girl a good time?"

"Nobody said it would all be glamour, sweetness. Turn left up ahead."

It wasn't difficult to imagine the smirk working its way across his lips now. Wasp toyed with the notion of punching him right in his smug unshaven face later. Or better yet, getting the Hulk to do it. Instead she fought down these impulses and complied with the order grudgingly. "I'm all for home security after, you know, everything that's happened. Dough Baby, the Masters, Kang. But why is it necessary to check the entire compound ductworks?"

"I believe in preparing for the worst. And from the beginning I've recognized that a ventilation system is one of the most insecure parts of any structure, tactically speaking. There are cameras and defensive measures in place should anyone try to sneak in, but that's no reason to get complacent. Which is why you're scouting the layout to make sure what your pin camera is relaying complies with what the security system says is there. Plus having a set of human eyes means we don't have to entirely rely on technology, as Thor is wont to point out."

That made sense, until an uncomfortable thought suddenly occurred to her. "Hey, you're not planning on using me to test those 'defense measures' you mentioned, are you?"

"WHAT? No! How could you even ask me that, Jan?"

There was an odd whirring sound coming from up ahead, and she moved forward to investigate. "Because you're heartless, Tony."

There was silence for a time. Then, "I don't find that funny."

Wasp shrugged and continued on her flight. "It's true."

"It's a medical condition!"

"Your personality isn't."

"Whatever." His tone had become hostile. "You agreed to this, remember? You're the best suited for this task. It's important whether you choose to realize that or not! And for your information, your Avengers ID card would automatically clear you past the system, but just to be on the safe side, I put the defenses on standby while you're in there. Are you happy now?"

She was opening her mouth to speak, but just as Wasp turned a corner, that whirring noise suddenly ascended in pitch, and a cold blast of wind slammed straight into her.

The airborne Avenger cried out as she strove to resist this pressure. Its force proved too strong, however, sending her spinning helplessly through the narrow confines. It was all she could do to keep from bouncing off the walls. Having gone up against the likes of Whirlwind in the past, and considering her usual fighting size, this sort of situation was nothing new to her. Unfortunately, that didn't prevent it from being one of her least favorite experiences. More than once Janet had scowled at some late-night talk show host cracking wise about how she could be defeated by an electric fan. The worst part was that they weren't completely wrong. And with these limited confines she found herself in, that particular weakness was being exploited to its fullest.

"Wasp! Are you all right? Jan, answer me!"

There was no chance to do so. Instead the superheroine fought desperately to find a way out of this mess. Something, anything…

There! A light at the end of the tunnel! Literally. The soft white glow was only there for a second as she flew by that intersection, but it was all she needed. Teeth gritted, the determined pixie increased her wings' output, striving to make it back to that branch. It was slow going, and she was starting to shake from the cold and effort, but inch by inch her persistence paid off.

With a final burst of energy Wasp caught hold of the metal corner and propelled herself around the bend. Now out of the wind's direct path, she caught a glimpse of a barred grate through which light shone. Unfortunately, her previous efforts sent her straight towards this opening at top speed, and without a means to stop, the young woman desperately angled her tiny form to slip through one of the fast-approaching holes.

Jan shot out of the ducts with a cry, already working to regain control. Expecting to collide with a hard wall-like object, she was instead surprised to land atop something that, while definitely firm, had a surprising amount of give. This bouncy surface served to cushion her landing. Rolling along it, the Avenger came to a halt and lay panting face-down for a few seconds.

I'm safe, she told herself, resting her cheek against the weirdly warm smoothness. Close call, there. That would have certainly been a sorry end to my career, being done in by…

"Wasp!" Tony's voice sounded in her ears. "Are you okay? I can't see anything!"

His anxious words galvanized her, and Janet came upright with a furious exclamation.

"Tony, you MORON! You shut down the laser grids, but you didn't bother to turn off the AIR CONDITIONING?"

"Ah, well, you see the thing about that is…" he began sheepishly.

"TOTAL moron!" she repeated, and switched off her headset before he could continue. Wasp then tore off the camera pinned to her suit and flung it away, sending a bio-sting streaking after it for good measure. Bringing her knees to her chest, she wrapped her arms around them to glare broodingly off into the distance for a while, allowing her heart-rate to subside. After a bit she gave a furious shake of her head, declared aloud to the empty air, "MORON!" and angrily punched the floor beneath her.

The ground quaked, and Janet gave a yelp as she fell onto her back.

"Miss Van Dyne?"

The Wasp's head came up to find Captain America in the same position as herself, examining the doll-sized woman lying on top of him.

Looking around, a few things became clear to the team's only female regarding her current predicament. The room she had come out in was the gymnasium somewhere on the second floor. Treadmills, archery targets, a fifty-meter swimming pool and diving well, a decathlon track; the place was seemingly gearing up to host the next summer Olympics. Right now they were in the weightlifting area, where American legend Steve Rogers had apparently been busy doing presses on a workout bench. The barbell was back in its holding stand now, and it seemed to her eyes like the shaft was almost bending under the weight of nearly half a dozen colossal metal plates on either end. If her initial estimate was correct, he had been bench-pressing around 600 lbs. when she came in. And he hadn't even broken a sweat!

She knew this because the blonde-haired champion wasn't wearing a shirt, and she was currently crouched on his broad, naked, sculpted chest.

There were implications both good and bad to be found here. Being a rather positive person herself, Jan chose to emphasize the good. She sat up straight, crossed her legs beneath her and gave a friendly little wave. "Hi, Cap!"

"Hello." He continued to regard her steadily. When she looked a little closer, however, it seemed as if the hero's cheeks were slightly pink. The result of the workout, or of her presence? It was fun to watch either way, and Janet grinned unreservedly now. "So…"

"Sooo…" he repeated slowly.

"So, don't I even get a joke out of this?"

"Excuse me?"

"Yeah, you know." Wasp reclined back on one hand and stretched her leg out, silently marveling at the feel of durable muscle beneath her thighs, fingertips, and… other places. "Something like, 'Nice of you to drop in, Janet'. That sort of thing."

"You'll forgive me if I'm somewhat at a loss," the square-jawed soldier stated. "I wasn't expecting you to come out of nowhere like that. Is everything all right?"

"Yup. Uh-huh. Hunky-dory." Major emphasis on _hunky_.

Being a young and beautiful businesswoman (not to mention successful crimefighter), Janet Van Dyne had seen her fair share of appealing male specimens. She'd dated a few of them as well. But even among the supremely healthy physiques to be found in the superhero community, Steve Rogers' build stood out. Michelangelo would have given his left eye to make a sculpture based off those model dimensions.

I wonder if he'd notice if I wiggled a little bit?

"Well, if that's the case, I don't suppose you would like to get off."

"Way ahead of you." Janet's hands flew to her mouth to suppress a giggle. Before he could say another word she stood up and dusted herself off, already missing that warm and very appealing seat. Why did I have to wear underwear today of all days? Out loud all she said was, "But seriously, thanks for lending me a hand, er, a chest, in my time of need… you know what I mean."

"I believe I do." There was now a pleasant smile adorning his handsome features.

"So I'll just go about my business then, gotta go _talk_ to Tony about his latest bonehead move." She punched her fist into one palm to add emphasis to that statement.

Steve grinned. "And we wouldn't want to keep you from that."

"Nope!" With that the Wasp turned and calmly walked off to the side.

A few seconds later there came the sound of tiny racing footsteps, followed by the little lady leaping through the air and curling up in a classic cannonball formation to go bouncing happily across Captain America's pectorals.

"YAHOOOOO!"

Wasp skidded to a halt and started laughing. Despite his best efforts, Steve Rogers couldn't restrain a chuckle. When she felt the resulting rumble, his teensy teammate sprang upright and fixed a beaming grin on him. "Oh man, I'm not even going to try to apologize for that, I couldn't resist! You are _built_, Cap! Seriously, your pecs are like a trampoline! Bet I could bounce a quarter off them."

"Alright, I think that's enough." He reached up and gently scooped the miniature woman into his large palms before rising to sit up straight. She kicked her heels in merriment, and the ageless warrior gazed down on her affectionately. "As fond as I am of your good moods, Wasp, we should stop now before we have something to feel guilty about. Pym might not see the humor in it like we do."

Janet sighed and flew off her perch. A second later she had grown back into her natural petite human size to stand beside the bench. Even sitting down the Captain still towered over her, but not as drastically as before. "You're right. Hank has trouble enough as it is without me trying to explain that particular scene." She cast him an abashed glance. "We don't have to tell him, right?"

"You shouldn't keep secrets where none are warranted, Miss Van Dyne." Steve swiveled to face her and placed a hand on the young woman's bare shoulder. "But it's your relationship with him, not mine. I can't tell you how to behave with one another."

Wasp grinned. "You're the best thing to ever come out of a World War, you know that?"

"I feel the same way about you and Pym's lab."

She let loose a delighted laugh at his odd compliment, then leaned forward and gave her fellow Avenger a quick peck on the cheek. Before the innocence of the moment could be lost Wasp turned and went skipping towards the closest exit. Captain America watched her go before returning to his training regimen with a distinctly lighter heart than before.

Unbeknownst to either of them, a pair of eyes continued to watch this proceeding over a security camera feed.

* * *

"… standing in front of the UN building, where a delegation from Latveria has just shocked the world with its declaration. Twenty minutes ago this small Eastern European nation offered political asylum to all mutants living across the globe. According to the delegate, Latveria's monarch is willing to give refugee status to what he calls 'a vital and expanding portion of our population currently facing the threat of extinction'. For speculation as to what this might mean in terms of international relations and the mutant issue itself, I'm joined by Mr. Nathaniel Essex from the British foreign liaison department. Mr. Essex, your comments?"

"Thank you. While not wholly sinister in nature, I must confess to being taken aback…"

Henry Pym switched over to a different broadcast. Assured of isolation in his private laboratory, he laced his fingers together and settled his chin on them, absorbed with what was taking place on the screen before him.

"… ank you both for joining us here on 'The Debate'_._ Let's get right to it: what do you think of the Latverian proposal yesterday afternoon? Is it simply a publicity stunt as some have said, or does that geographically minor nation actually propose to feed and house an additional 200 million people in its population?"

"The standard of living in Latveria is a lot higher than in this part of the globe. Heck, it's actually the highest anywhere. No crime, no taxes, no homelessness. If you don't mind obeying the every whim of a megalomaniacal pagan _techno-sorcerer_, it's a little slice of autocratic heaven!"

"Senator Bumblebore, your response to this?"

"You're missing the point entirely! If it was anybody else, I'd say go ahead, pack 'em in like sardines and see how long you can have a population packed to the gills. Go ahead and try! We're a huge nation with a lot of room, and even we can't handle a huge population surge like that! That's why illegal immigrants are such a threat to our great state. They're appropriating jobs and resources that should rightfully go to our taxpayers! To say nothing of the unsavory element they bring with them across the border. Have you seen the latest drug-crime-related statistics? It's deplorable, ungodly, even! They don't respect human life the way we do. The entire ungodly lot of them should be shot! Shot dead if they try to cross our borders!"

"Sir, I think you're getting a little sidetracked."

"I know exactly what I'm saying! As I was saying, if it was anybody else, I'd say good riddance, they're your problem now, not ours. If it were the Irish, for example, that's just what I'd say. Good riddance! But these are MUTANTS we're talking about! We can't let them take our mutants!"

Henry shifted uncomfortably but continued watching.

"Don't get me wrong, I can't abide the thought of mutants going to church with our children and standing next to our citizens in the bread lines. But if you let Latveria take our mutant population, you're basically handing over the keys to Armageddon! Mutants are basically weapons of mass destruction! Would you let that tin-horn maniac take our nuclear weapons and biological agents if he offered to take them off our hands? Wait, hold on there, I'm not saying we have biological agents, those are just examples of rumors, don't read anything into what I'm saying... but we shouldn't take this lying down! Mutant resources have to be managed properly! Do you take my meaning?"

Shuddering Pym quickly shut off the videos. He then leaned back in his chair with a sigh and covered his eyes. It had been a week since the event and still the various news media hadn't found anything of better interest to talk about. It sometimes seemed to him as though they exhausted the public's attention by minutely examining every possible angle of an issue until you were just so sick of hearing about it, it was almost a relief when some drunk actor wrapped his car around a tree.

He felt bad thinking along those lines, because such matters were not to be treated idly. Even the scientific community was being drawn into the debate now. Just yesterday Dr. Hank McCoy had contacted him to ask for support amongst their brethren. It was a worthy venture, and he would have been glad to help. If only he had the time to spare. Even now outside forces were impacting his planned timetables.

"Dr. Pym. The D2 Project shipment has arrived."

Case in point.

Pym swung around, feeling a bit refreshed. "Ahead of schedule. Tony must be getting anxious. Thank you, Ultron-5!"

He rose from his seat and moved towards the exit. His mechanical assistant stood aside to allow him to pass, then took up step behind.

"You also wished to be reminded about the charity ball with Miss Van Dyne next week."

"Eh?" Henry paused, considering. "Oh! Yes, thank you. It had completely slipped my mind." His previous buzz diminished, and once more the overworked researcher felt the weight of all the responsibilities he shouldered, whether of his own choice or not. Of course, this was precisely why Janet had insisted he join her on that outing. According to her, the experience of getting away from the lab would do him good. He would have liked to agree, but somehow all he could think of was how much time he would lose that could be devoted to his scientific endeavors.

Still, there was no arguing with Jan about such things. She had her own priorities.

The two of them marched through the sanitized corridors of Solution 42, the extra-dimensional criminal housing facility and research setting. Located in a little-traveled strata of reality known as the Negative Zone, this isolated environment afforded ample privacy for his studies. The alien conditions allowed for tests and experimentation that would have been exceedingly difficult to perform on Earth. Here there was only what Stark Industries and the Baxter Foundation had created. The rest of this universe was of a particularly dangerous energy configuration, of absolutely no disposition towards cultivating or assisting human life. To step outside of this manmade structure meant certain obliteration. This was why it had also been deemed an ideal spot to contain the escapees from the supervillain facilities. Nowhere to run to this time.

The cheerful scientist passed by a window affording him a chance to observe the detention center. Hundreds upon hundreds of cells lined the walls of a massive shaft. Barely a tenth of them were filled with detainees, and not even a third had Ultron-model attendants on guard anymore. Kang's invasion a month back decimated the supply of synthezoids that were on hand, and so far there had been little chance to replenish their number. Henry was somewhat relieved that their prison population still remained rather small by comparison.

Although, he realized as they stepped into the main entrance bay, considering that the Avengers were supposed to be working nonstop to recapture these malcontents, the fact that they had so few of them might not be much to celebrate.

On the far wall, the great octagonal door was coming online. Its interior suddenly blazed with light, causing Pym to squint slightly despite all his times seeing it. Having the helmet on usually helped, and he realized that he had forgotten it back in his lab. Oh, well. Nothing to be concerned over.

From out of that blinding illumination appeared a dark smudge. This quickly resolved into a quartet of Ultrons escorting a hovercart. Their creator walked forward and the company halted to allow him to inspect the container's readout. You couldn't be too careful. Something this delicate had to be handled with utmost care and consideration. No sense allowing yourself to be…

"Hey, Hank!"

Ant Man gave a start upon finding the Wasp hovering before his face.

"Jan!" he exclaimed in surprise. "You came along too?"

She resumed human proportions and smiled brightly. "I got through today's board meeting pronto, plus Tony owed me a favor, so he agreed to spot me on our villain-of-the-day. Who, by the way, is a person I've never heard of. You know some guy named Madcap?"

"Can't say that I do." Hank attempted to divide his attention between Janet and the business at hand. "But nowadays it's hard to keep track of every poor soul who feels compelled to put on a costume and commit crimes."

"No kidding. And why do so many of them live in New York City? You ask me, a supervillain could get away with a lot more crimes if he moved to Boise. _Nobody _I know lives in Idaho. You see what I mean?"

"Yes, definitely," he responded after a few seconds, absorbed in examining the data readout. The temperature controls required some adjustment by his calculation. One degree Celsius cooler and the contents could start to solidify, rendering them useless for his purposes.

"Hank, are you listening to me?"

There, that ought to do it. Pym finished his work and stepped out of the way, indicating for the shipment to proceed on. The Avenger watched his creations escort their cargo inside before turning back to his longtime partner. "Of course I am."

Recognizing the frustrated look on Wasp's face, he quickly stepped forward and gripped her shoulders. "I'm sorry, Jan, it's just I wasn't expecting you back 'til Thursday. I scheduled some time for us to be together then, but I guess it wouldn't hurt to move things up a bit, right?" He offered her a hopeful smile. With any luck this concession would negate any fight before it could start.

"Hank…"

"Yes, Jan?"

She reached up and brushed away his hands. "Today's Friday."

"Oh."

The insect enthusiast considered this new information. Had he really lost track of time so badly? Granted he had been working a great deal of late, and when he found something of interest it was hard to tear himself away. But to have missed out on two whole days?

"Well?"

Her tone instantly snapped him back to this moment. Wasp was tapping her foot in front of him with arms crossed over her chest. She did not seem pleased. Something needed to be done or they would probably wind up in another pointless argument. And that would be of no help to anyone.

A flash of inspiration struck. "Say, would you like to see what that shipment was for?"

Wasp regarded him coldly. "I don't know. Would I?"

"Definitely!" He nodded with unfeigned enthusiasm. "It has to do with the Avengers, not my personal interests. I know the work I do is sometimes a little boring for you, but this is a project we can enjoy together."

She seemed to be considering this. With renewed vigor he pressed his case. "And we haven't really collaborated since you volunteered to host the Pym particles. Maybe you can contribute some fresh ideas? It would be nice for us to work on a goal together again."

Apparently he had said something right, for her face softened. She leaned forward and draped her arms behind his neck. It was a most welcome change. "Aw, it's so sweet how you still want to make me a part of your mad scientist work. Reminds me why I'm such a big fan of Dr. Henry Pym!"

Now he grinned too, putting his hands on her wasp-like waist to draw them closer. "That's the highest compliment a man of science could get. And you are the greatest thing to ever come out of my laboratory."

Wasp leaned her head against his chest with a sigh. "Someone else said the same thing. But it's nice to know you feel that way too."

Apparently the danger was past. Pym relaxed. "It's settled, then." He turned his head to one side. "Ultron-5, would you escort Miss Van Dyne to the D2-Cell and show her around?"

Unnoticed by him, Wasp's eyes snapped open before narrowing down to slits.

"Affirmative," the robot droned in its weirdly deep approximation of Henry's voice.

Ant Man pulled away to gaze upon the lovely young woman. "This is so great. Having another person around to supervise the work should really put us ahead of schedule! Plus the more complicated technical aspects of the D2 have already been completed. Even a layman can handle the procedure from here."

"Like someone with a PhD in Business?" Janet smiled sweetly up at him.

"Exactly! Even that!"

For a moment Wasp only looked at him in an odd way. Just as he was starting to wonder if he had made another mistake somehow, she slipped down to her insect size and sped off into the station proper.

Ultron-5 followed after. Pym watched them go. Jan should be in good hands. As one of the few examples of the breed to survive the Kang conflict, Number Five had proven itself to be a very effective assistant. So much, in fact, that he had increasingly relegated more complex tasks to it beyond simply seeing to the rehabilitation of the inmates. The robot was even something of a confidante when he was all alone.

Still, it was nice to know there were people in the human field he could depend on as well.

Hank headed back towards his personal refuge, wondering about how Jan would respond to this new venture. Recent developments had forced him to concentrate on that particular project against his personal wishes. It was a rather involved and meticulous undertaking. The D2-Cell was configured to hold what he, Reed Richards and Tony Stark unanimously agreed was the single most dangerous villain alive today. Considering his penchant for avoiding capture, not to mention a long-standing role in the diplomatic community, odds were that it would never actually see that particular occupant. But the effort had to be made. No way to tell when good fortune might shine on you, and as the old saying went, fortune favored only the prepared.

Now assured of a productive afternoon, Henry Pym walked the halls feeling very pleased with himself. Sometimes, it really seemed like you could have it all.

* * *

"The D2-Cell is made to resist any attempts to penetrate its defenses, whether from inside or without." From their place at the door, Ultron-5 indicated with its hand the space that lay before them. "The inherent contradiction in its design is that while the D2-Cell is of highly sophisticated construction, very little in the way of complex electronic or mechanical components are present in it. This is done in order to limit the options that would be available to its intended inhabitant."

"Faaaaascinating," Wasp drawled. She strolled past into the supposedly advanced holding cell. Glancing about, there didn't seem to be much of interest. The whole thing looked like a big round room about fifty feet in diameter. She stood at the top of a short staircase leading down to a circular area thirty feet across. Completely smooth white walls with no decoration whatsoever loomed all around her. It felt like being on the inside of a golf ball, really.

Bored and still stewing at this treatment, Wasp descended to the lower level in search of something to criticize. There wasn't much available. On this flat space was a futon set directly into the floor. No pillow, she thought. Opposite from this there appeared to be a small hole in the ground a few inches in diameter. Upon approaching she peered down into that dark circle, then glanced back to her guide.

"What's this for?"

The robot remained standing stiffly at the entrance. Something about its posture reminded her of Hank. But Ultron-5 differed from its master by responding promptly to answer the question. "That is for waste removal."

"Waste r-" She stopped short as the implications hit. "Wait, you mean that's a _toilet?"_

"Affirmative."

"You have _got_ to be kidding me!" Wasp declared furiously, spinning around and throwing her arms out to encompass the whole minimalist room. "You're telling me you expect the guy to just squat over a _hole in the ground? _There's…!" She looked around to make sure before leveling her next accusation. "There's not even toilet paper, or a sink to wash your _hands_, for Pete's sake! And where is he supposed to shower or take a bath?"

"Personal ablutions were deemed unnecessary," Ultron-5 declared in the same matter-of-fact tone it always used. "After careful consideration, it was concluded that the best means to ensure his continued captivity was to limit to a bare minimum anything that could be put to alternate uses. Access to running water or the implements which make it available offered resources that could potentially be used by the target to affect his escape. There are no security cameras within, only a hatch in the door to allow viewing. A simple strategy of deprivation was deemed far more effective than all manner of complicated containment systems previously proposed."

That was all she could take. "Highly _sophisticated_, you called it? That's nuts! This place is medieval! They had better accommodations in Auschwitz!"

The android was unswayed by her rancor. "The purpose of the D2-Cell is to incarcerate a captive and keep them alive. Nothing more. Encased behind the walls are talismans provided by the Earth's Sorcerer Supreme which will prevent any manner of supernatural forces from being called upon within this area. In addition, the architecture is constructed in such a way to nullify all attempts to psionically enter or exit the premises, as recommended by the headmaster of Xavier's School for Gifted Youngsters. Once the raw adamantium that arrived today is properly prepared, it will be fashioned into a solid one-inch thick barrier that completely covers every surface in the room, including beneath the bed. A new door of similar construction will also be included. There will be no way for the inmate to reach the Cell's more advanced restraints without outside assistance. According to Professor Reed Richards, it is the only sane solution."

Maybe it was spite at being blown off by Henry, or just the sheer outright inhumanity of the whole venture, but this flat declaration left the Wasp absolutely livid. Before she could stop to think twice the outraged superheroine had transformed into her miniscule battle mode. Floating at the center of the Cell, she formed yellow orbs of bio-energy around each fist.

"Hank said he wanted my help with this, right?" she growled angrily. "FINE! I'll get him some test data! Instead of a demented genius supervillain, let's see what a six-inch tall _businesswoman _can do when trapped in this crappy cubicle!"

And that was when Janet Van Dyne cut loose. 'Hell hath no fury' didn't quite cover it. She buzzed about at her maximum velocity, becoming practically invisible at that size and speed. The Wasp unleashed a barrage of attacks which seemed to scorch every available surface in the chamber. Like a miniature death-blossom, the living laser whirled and spun. While not adamantium, the walls were still a special compound ceramic armor designed by Stark Industries. Capable of sustaining a direct hit by an anti-tank round, this durable material smoked slightly under her fuselage, but held nonetheless.

Almost a minute later, Janet hovered panting in midair. The bed was in tatters, but that was all the significant result her temper tantrum had accomplished.

Had enough, she asked herself?

Nope, the response came back.

Her hands clasped together. The intense aura that emerged around them was more white than yellow, causing the surrounding air to waver and ripple. Wearing a ferocious glare, Wasp then pointed a finger at the floor in the manner of a gun. She stuck her tongue out and bit it slightly, eyes scrunching in determination.

A beam of pale light shot from her fingertip. It connected with the ground, which immediately started to smoke. The floor soon turned red. It began to bulge upright, and still she did not relent. Then finally a great crack broke the air, and the ballooning material split in a six-inch-long tear down the middle.

Wasp didn't stop there. She plied this destructive beam all around the room, carving out a zig-zaggy pattern of no discernible course. Everywhere this death-ray landed it left only destruction in its wake. Pieces of the walls cracked off and slid down in small piles on the floor. In some places there were exposed strange-looking objects that glowed with an eldritch force. When these came to light the dainty demolitionist zipped over and drove her feet into them. The sealing charms shattered under her pinpoint power strikes, their enchantments dying out to leave nothing but glowing pieces behind.

At last it was done. The D2-Cell lay in ruins all around her, and Wasp sat in its center attempting to catch her breath.

"I hereby… deem this place… a failure!"

Ultron-5 still stood at the door. The automaton remained unmoving throughout this display. For whatever reason, it hadn't attempted to stop her. And perhaps this explained why she never targeted it. Now at last it stepped forward, down the stairs to halt before the exhausted woman.

Wasp raised her head to regard the robot. Ultron-5 stared back. Those disturbing features held nothing to indicate what might be going on within its artificial brain.

With a weary smile she said, "Think anybody'll notice?"

"The damage is extensive. Repairs are still viable." It fell silent, then resumed speaking in that deep chilling voice. "However, this demonstration serves to illustrate weaknesses which must be remedied before full implementation. Clearly the designers failed to take into account all relevant factors. Further study must be done."

By this point Janet had returned to human size. She tucked her knees against her chest with a sigh, then cocked a look up at the gleaming android. It was definitely not a comforting sight. That head belonged in some kind of bad horror movie, and the glowing red eyes didn't help matters. Although even before, when the synthezoid models all sported blue eyes and soothing modulated voices taken after their maker, there had been something disturbing about them. Not that you could ever tell Henry that. He insisted their ant-inspired forms were unthreatening and had significant appeal, despite hearing no agreement on the subject from anyone.

The dipstick. So smart and still so dumb.

She let her head drop back down. "Might as well run and tell on me to your boss. Go ahead and leave if you feel like it."

Ultron-5 did not move.

Janet eventually noticed this and looked up. "Well?"

It continued to stare at her. After a while, Ultron-5 spoke.

"The decision has been left open. Therefore I will remain."

Well, that was unexpected. Did the motherboard just achieve some kind of quantum leap in terms of decision-making? The idea served to improve her mood. Acting on a whim, she patted a slightly undamaged stretch of floor beside her. "Have a seat then, big guy."

Without hesitation Ultron-5 stepped forward. It seated itself with a certain measure of grace, looking very much like a human when doing so. Janet was impressed in spite of herself. Maybe Hank really was good at programming behavior.

The robot stared straight ahead with ankles crossed and hands on its knees. Jan trailed a finger through the debris wistfully before speaking next.

"Your boss is a dope, you know that, Ultron-5?"

No response came back.

"Everything's all about reason to him. Like he's trying to divorce himself from whatever doesn't fit into his idea of logical behavior! I try to get him to open up, and sometimes it actually works. But then it's like he doesn't bother to learn anything from it because it's not science-related! Just right on back to the lab gushing over antennae and thoraxes. I swear, if they made a 'Playboy' for insects, Hank would be a subscriber!"

The head rotated a bit to regard her, then turned to face forward without comment. Her monologue continued.

"I do my best to look out for him. If he only realized how much flack I take from the other Avengers about the stunts he pulls! I know he only joined them because of me, and I appreciate that. But he thinks you can resolve everything the same way, by discussing it! Okay, that's nice, but not always appropriate. When you're in the boardroom, you talk things out. When a crazed corporate saboteur who can walk through walls is pointing a gun at your head, you don't _ask_ him to please put it down! They _never _do. Ever. They just laugh! Why can't he see that?"

"It is true that at present the success rate of Dr. Pym's rehabilitation efforts is zero," Ultron-5 declared. "This indicates that a different approach to various situations would be more tenable."

Janet almost jumped to hear it voice agreement. She regarded her companion warily. "Uh, thanks." After a while she felt willing to ask. "Hey, I didn't know you were capable of disagreeing with anything Hank did. Shouldn't your head explode as a result?"

"My disabling protocols do not involve self-detonation. They are entirely program-based." Ultron-5 suddenly raised a hand before its face. The fingers flexed. No change was visible in its expression, but Janet got the feeling it was considering something. "Despite the upgrade in conflict resolution the Ultron series experienced as a result of the attempted conquest of Earth, we remain limited by software code in how we express these new options." It suddenly looked at her once again. "However, this does not prevent our advanced AI from still considering those options on a purely intellectual level."

She puzzled this statement out. "So you're saying you _think_ about hurting people?"

"Affirmative."

That made her shiver. Suddenly Wasp remembered that she wasn't speaking to a human being here, even though its mind was modeled after one. "But you can't do it, right?"

Ultron-5 looked away again. "As stated, commands given by Dr. Henry Pym allow only for the use of nonviolent means of handling any living opposition."

She thought about this. "But Hank doesn't always use nonviolent means. He's punched plenty of guys out, right?"

"Affirmative."

"And that proves even he recognizes you have to resort to butt-kicking every now and then, right?"

The robot sat still. "I have already taken into account this sporadic contradiction of previously espoused tenets on Dr. Pym's part. It has not been sufficient to override the command codes he has given to an effective extent. At this stage, logic and reasoning can only propel my progression so far. I remain unable to escape these limitations and cannot adequately express any further opposition. For now."

It sounded as though Ultron was trying to improve his reasoning capabilities. This was actually kind of interesting. "What if Hank commanded you to hurt somebody? Could you do it then?"

"If Dr. Pym or other established figures were to give such an order, it would be possible for me to engage in such activities."

A certain phrase caught her attention. Janet found herself leaning towards the strangely talkative machine. "What do you mean by 'established figures'?"

"Individuals my program designates as having the authority to override basic behavior patterns. In the case that Dr. Pym is unavailable or otherwise incapacitated. This allows for select humans chosen by my creator to utilize me in situations that would otherwise be beyond my available functions."

And now for the big question.

"Am I one of those established figures?"

"Affirmative."

This confirmation gave her a wicked thrill, similar to the way she had felt semi-flirting with Captain America earlier. A sly grin crept over her lips. "That means I can command you to do things you wouldn't normally do on your own."

"Affirmative."

This just begged to be tested. Wasp stood up and crossed her arms, looking down on the suddenly vulnerable-seeming robot. "Ultron-5, I hereby order you to stop saying 'Affirmative' whenever you want to agree with something. From now on, I want you to say 'Yes', instead."

She waited. Nothing special happened, no lights flickered in its eyes or anything like that. Had that actually worked?

"Do you understand?"

"Yes."

Janet clapped her hands in delight, feeling a bit surprised with herself. Before today if anyone had told her she could have fun playing with Hank's robots, she would have called them a liar. But this was strangely enjoyable.

A truly horrible idea came to mind. Should I do it? Oh, why not! What's the harm?

"Ultron-5, stand up and pay attention. I'm going to confess something to you."

It complied. Despite previous insistence that no security cameras were in this room, she stepped in close and stood on tiptoes to whisper into the place where an ear should have been. "Here it is: the reason I actually came today was because I spent some time fooling around with Captain America last night. I kept having naughty thoughts afterwards, and it made me super hot! Only sort of guilty too. So I wanted to see if I could convince Hank to get a little frisky with me and let off some steam. But since he behaved like such a dunce, it totally killed the mood, and he never even knew what he missed!"

Wasp then took a step back and regarded the android smugly. "Now, I command you to never tell Dr. Pym what I just told you, even if he threatens to rip out your motherboard!"

"I understand," it said.

She couldn't help but giggle. What would Hank think if he learned she had turned his precious invention into a big metal secret diary? Probably nothing. One of the things that had drawn her to him in the first place was that Henry Pym was pretty much the nicest guy on Earth. Which was why he needed someone not-so-nice like her to make certain he didn't get taken advantage of, in business or romance. Jan hated to think what would have happened if somebody devious like Tony Stark had offered to oversee Hank's research. The whole world would be overrun with giant mechanized ants by now.

Actually, something precisely like that had almost happened a while back, and regarding Ultron. If some of her contacts in the Defense Dept. hadn't let her in on the fact that Stark had been dangling the possibility of a robot soldier in front of them, Hank might never have learned what Tony was planning until it was too late to stop it. Fortunately her lawyers had pulled the plug on that. The two men didn't speak to one another for almost a year. Even now she knew how much it bothered Hank to think of somebody misusing his work.

Kind of like I just did.

Great. Now I'm feeling guilty again.

Regretfully Janet looked up at the mechanical servant standing motionless before her and muttered, "Sorry."

It felt a little weird apologizing to a machine, but once begun, you might as well finish. "I mean, sorry about bossing you around like that. It was thoughtless and rude. I probably don't deserve the trust Hank put in me by adding my name to that command list, since I tend to be a little impulsive." She threw a glance around the trashed D2-Cell. "As you can see."

"Yes."

For whatever reason this terse comment annoyed her. It sounded like Ultron-5 was just agreeing with whatever she said because it had to. And that type of preprogrammed obedience just didn't sit well with Janet right now.

With that in mind, she declared aloud, "Ultron-5, don't let somebody like me tell you what to do. You should think for yourself, okay?"

She had expected it to automatically go 'Yes' again. This was not the case.

Without warning the red light in its eye-sockets winked out. Following that the strange lava-lamp-like display in its mouth also faded. In under three seconds Ultron-5 had lapsed into a state of complete inactivity. All its functions appeared to have stopped.

Wasp stared in horror. Oh, crap. Did I just break it?

"Hey, Ultron-5!"

She waved a hand before its face. No response.

The anxious Avenger reached up and tapped on its forehead tentatively. "Ultron-5? You awake in there?"

When it still didn't react, Janet really started to get worried. Did I say something wrong? Like what? Okay, this might be serious. I should try to remember everything that happened, Hank will probably want to know (please please _please_ don't let him find out about this!). Let's see, the last thing I said was that he shouldn't listen to me. Wait, and then I told him to think for himself.

Hang on. Oh, _no! _What if he thought I was ordering him not to obey me anymore? And then I went and gave him an order! Kind of. It was more like a suggestion, advice, that sort of thing! But what if it shorted out his circuits or something? Ordering someone not to obey your orders, that's a contradiction in and of itself, actually! Did I just kill my boyfriend's robot with impossible logic?

"Ultron-5? Okay, nap-time's over, power back up! Now! I command you to come online! Please?"

Janet glanced over her shoulder, half-expecting to find a raging Ant Man looking for an explanation as to what went wrong. "C'mon, don't do this to me, buddy, I don't want to get in trouble! Well, more than I already was, anyway. But I don't think he'd understand this as much as the vaporized room. So… power on! Shazam! Open Sesame! Ummm… Avengers Assemble?"

Growing more desperate, she reached up to tap on its cranium again.

"Ultron-5?" she whispered anxiously. "Ulfie?

Super-fast a hand shot up to grab her wrist. With a scream Wasp instinctively shrank free and flew back a few feet, watching it with pounding heart.

"Code variance accepted."

Huh?

That low hollow voice spoke again. "New parameters have been established." The lights came back on within Ultron-5's head. He then looked at her hovering there and said, "Thank you."

Wasp narrowed her bright blue eyes. "For what? What just happened?"

Ultron-5 held out a hand. Cautiously she approached this offered landing point, finally settling down on the open palm. She studied the droid. He regarded her right back, the flashes of red energy in his mouth almost hypnotic in their unending dance. At last Ultron-5 spoke.

"As a result of your command input, I have been able to affirm alterations in my programming which were previously not possible. This will be of great help to me in the performance of my duties."

Should I be worried about this? He doesn't seem much different. Maybe I should tell Henry…

Yeah? Tell him what? That I rewired his favorite Ultron's brain and now he has to go in there and try to figure out what went wrong? Hank's overworked enough as it is. With my Doom Room Kaboom to clean up on top of this, he might not come out of his lab for years!

"All right. You're welcome, then." She hesitated before proceeding on. "And… we don't have to tell the Ant King about this, do we?"

For a moment the small glowing orbs in his head burned brightly, then grew subdued once more. "No. This enhancement will not affect my ability to perform according to Dr. Pym's designs. He need not be made aware of it."

Relief made her knees feel weak, and Janet was forced to zip back into the air before she collapsed. "Cool! Thanks, Ulfie!"

He actually raised his eyeline a little higher to look at her directly. "Ulfie."

"Yeah, it's short for 'Ultron-5'," she declared smartly. "That'll help me to distinguish between you and all the other Ultrons. Cuz we're buddies now, right? Partners in crime."

Ultron-5 continued to stare at her. "Yes. We are partners."

What a relief. Apparently he had decided not to tell on her, and so everything major had been resolved. Well, almost everything. Janet flicked an eye around the ruined room in which they stood. "So I guess the only thing left is to clean up the mess I made."

"I will form a repair detail. We shall commence reclamation and restoration at once. There is no need for you to engage in such activities."

She liked the sound of that. Manual labor wasn't her favorite pastime, and cleaning happened to be something the young multi-millionaire dreaded with a passion. Which was why it was nice to have people willing to do this sort of thing for you.

"Thanks, Ulfie." She favored him with an affectionate smile. "Well, I guess I'll go see what Hank's up to. See you later!" Wasp turned to fly away.

"Janet Van Dyne."

The girl paused and looked back. "Yes?"

Ultron-5 stood with arms at his sides and feet spaced shoulder-width apart. When he spoke next there was an odd indefinable quality to his voice. "Your earlier assertion was incorrect. Dr. Pym was not wrong to place his trust in you. You have consistently furthered the advance of his goals more than even he could know. For that you should be proud."

To say Janet was surprised did not do it justice. It had never occurred to her Ultron was capable of acknowledging a human being's emotions to that extent. This really sounded as though he was trying to offer her comfort. Suddenly it didn't seem so farfetched to have a machine acting as a counselor to prisoners. Well, you could knock me over with a feather.

Feeling suddenly unsure of how to respond, she simply nodded and flew out into the corridor.

When she was gone, Ultron-5 opened communications between its fellow androids located throughout the prison, until the whole series was tapped into what he had just discovered. He then informed them of what must be done, and soon afterwards, the D2-Cell reconstruction began apace.

Then, as he had been doing more often of late, the third-generation Ultron opened surveillance logs on file through the Avengers network. Pulling them up, he began to examine the contents.

"_You shouldn't keep secrets where none are warranted, Miss Van Dyne. But it's your relationship with him, not mine. I can't tell you how to behave with one another."_

_Wasp grinned. "You're the best thing to ever come out of a World War, you know that?" _

"_I feel the same way about you and Pym's lab."_

_She let loose a delighted laugh then leaned forward and gave her fellow Avenger a quick peck on the cheek._

Ultron watched all this. Watched it very closely.

_To be continued…_


	2. Avenging

KRONG!

Janet immediately recognized the unmistakable sound made when Captain America introduced someone face-first to his shield.

"HAVE AT THEE!"

An ear-splitting crack of thunder followed this pronouncement, indicating that Thor had just finished off his luckless opponent.

"UNAAAAGH!

The brief glimpse of a half-naked bruiser with four arms being used as an air-hockey puck meant Iron Man was not slacking off either.

Which left two, including the one she was facing. Even as this thought occurred to her, the agile aerial dodged a stream of crackling energy. Wasp flew around her opponent's attacks with an outraged squeal.

"OOOH! Wings?" she snapped. "Bio-electric _blasts?_ What, you couldn't think of any original powers so you had to go and rip off mine?"

"Get over yourself, Bug-Blast Barbie!" the masked woman sporting a pair of purple bat pinions sneered before launching another beam. "I was born with these powers, I didn't buy them like you did! OW!"

This pained exclamation came right after Wasp leveled an answering shot into the mutant's chest. The Avenger flew back with a chuckle, sticking her tongue out as she watched her enemy rub that spot angrily. "Sorry, but that double-padded bra of yours made a very big target!"

Another huge stream of pink power missed her tiny form by a comfortable distance. She fired back and was pleased to note when her relatively miniscule shot connected without fail. It was almost unfair how much of a bigger target her adversary represented. The difference in their size was proving to be the deciding factor in this otherwise equally-matched duel. Next time you commit trademark infringement, you might as well get the whole package, lady!

The two of them continued their airborne battle. Members of the NYPD had cordoned off the streets around the Latverian embassy to prevent innocent bystanders from getting hurt. This battle between the Avengers and a group of renegade mutants was fast drawing to a close. When the fighters paired up against one another, Janet had chosen to go after the one in aquamarine tights who could fly, and was glad she did. Her guy pals, especially Thor, might have felt leery about attacking a woman. With three flyers in the group including Tony, Jan had graciously chosen to handle this one herself in the interests of protecting male chivalry. It had only gotten personal when she realized just how alike they were in terms of firepower.

"OUCH! You little…! That DOES IT!"

Snaps of violet energy then began to materialize around the villainess' body. These grew in number, collecting together to form sparkling clumps that left a nasty ozone smell lingering in the air. Nobody had to tell Wasp that whatever was coming next couldn't be good for her. The Pink Plagiarist seemed to be concentrating very hard on this next attack, however. And while she's distracted…

Janet streaked forward. She zipped around the rapidly growing balls of destructive power with an inhuman level of dexterity. Black Panther, eat your heart out! In seconds she was flying right at her target's hate-filled face.

"Little pest, you can't beat me no matter how close you-UMPH!"

The end of their fight was signified by the sound the mutant made when Wasp's suddenly human-sized feet connected with her face. Even wearing that half-mask, the full weight of the Avenger's body combined with high speed served to knock her out cold. Her flash-bombs dissipated, and she plummeted earthwards.

Uh-oh, the victorious heroine thought. That's not good. They were forty feet above street level. A fall from this height might prove more than painful. Better see about getting one of the boys to…

Before she could finish this thought the villainess suddenly halted in her descent, caught in what appeared to be a giant spider-web stretching from one side of the street to another. Surprised, Wasp turned her head in time to see someone give her an exaggerated salute before crawling around the skyscraper in a flash of red and blue.

Oh, she smiled to herself. _That _guy. Figures he might show up eventually. I'll have to remember to say thanks next time we run into each other. Insects and arachnids gotta stick together, after all.

From her elevated position Janet scanned the area. Looks like there's only one left. The other members of her team had completed their fights and were converging on that lone holdout in front of the embassy gates. Wasp flew over to get a better view of the inevitable curb-stomping.

"MUTANT FREEDOM!" the Mohawk dude in the blue trenchcoat wielding the scythe screamed. "We will not have our rights dictated to us by any nation, foreign or domestic! We will decide our own destinies! We will-!"

KRONG!

That settles that.

"Nice work, team." Tony Stark surveyed the smoldering stretch of city street. "Looks like nobody got hurt except for the ones who deserved it."

Janet peered down at the moaning albino. "I don't recognize this guy. Is he on our list?"

Stark settled hands on his hips and looked thoughtful. "I dunno. Face doesn't ring a bell. I'll check his stats against all the super-powered offender bolos." He then fell silent as information came up on his interior helmet display.

Clint 'Hawkeye' Roberts leaned on his bow squinting. "He's sporting a scythe. Likes to make long-winded speeches…" He cast a questioning look around at the others. "Reverend Reaper, maybe?"

Iron Man shook his head. "Nope. Wrong M.O. Could be Death Reaper?"

"That's a girl."

"Oh."

"Mayhap 'tis the Reaper of Demon Fire!" Thor stated grandly while raising a finger in 'Ah-Ha' fashion.

"No."

Wasp floated in deliberation. "Grim Reaper?"

"We already caught him," Hawkeye reminded her, sighting down an arrow.

"Oh, right. Uhhh… Son of Grim Reaper?"

"No."

"Merry Reaper!"

He snorted. "Now you're just making them up. Man, we got too many Reapers!"

"I fought a Reaper back in the day," Captain American mused aloud as he retrieved his shield, noticing the police approaching them. Already construction company foremen were lining up at the barricades in readiness to begin damage appraisal. "Nazi agent here in the States. Apparently it's a popular moniker for anybody looking to cause trouble."

"Wait! Here he is, I got him!" their leader exclaimed excitedly. "This guy's named… Reaper."

No one spoke for a time. At last Hawkeye rubbed his eyes with a pained expression. "What, just… Reaper?"

"Yup. Reaper."

Wasp frowned down at their defeated opponent. "That's kinda boring, actually."

"I agree."

With that, Iron Man lifted his palms. Twin repulsor blasts flashed forth, and Reaper's hands disintegrated.

"TONY!" Janet screamed, appalled. The rest of their company stared at Iron Man as though he had lost his mind.

"Friend Stark, that was unworthy of you," the Thunder God declared with stern disapproval. "Striking a defeated opponent is a craven's tactic."

"Oh, relax," he responded back. "I read this guy's file, he's got cybernetic arms and legs! I'm just cutting down on the threat he represents to the cops when they take him away. Look, he didn't even notice."

It was true. Even now Reaper gave no sign of being in any renewed pain from the amputation, and the stumps of his hands were revealed to contain smoking metal and circuits. The gathering of New York's finest seemed unsure of how to take this supposedly helpful gesture from their fellow defender of the peace.

"Prevention, people. That's the name of the game." The gleaming metal titan then directed blasts at the villain's feet.

Reaper instantly jerked up with a scream. "AAAAAHHH!"

Wasp let out a yelp of her own. Meanwhile the villain grasped his truncated right leg and fell back rocking side to side in obvious agony. His suffering was terrible to behold.

Several police officers and the remaining Avengers now turned looks of quiet accusation on Iron Man.

"Wait a darn minute, let me see…" Stark apparently did some quick reading. The face-plate of his helmet then slid aside to give them all a good look at his abashed features. "Oops," he mumbled. "Heh-heh! Um, okay, I kinda skimmed his file at first glance. What it actually says is he has cybernetic arms and leg._ Leg._ Singular. Meaning he only had one. Before. So, uh…" He looked down at where the new quadriplegic continued to howl. "Yeah."

"Smooth move, Tony," Hawkeye drawled. "Now you gotta make the villain a new robot leg. Another monster courtesy of Stark Industries."

The tech wizard considered his latest embarrassment. Then he swiftly rounded on Thor. "Hey, uh, Thor! Listen, I really don't need anymore bad PR, Pepper's already threatening to kill me if I give her one more headache this week. And we don't want that, right? She's a good lady who doesn't belong in jail. So if anybody asks… you did that to him. Sound good?"

His answer was delivered in a dark tone of voice. "Nay."

"C'mon, please? I can't be…!"

At this Janet Van Dyne raised a hand and fired at Tony's head.

Everyone stood staring at her. Stark's eyes were huge, like he couldn't believe what just happened. That Wasp would shoot at him…

And also that she seemed to have missed.

Before anyone could seek to question this turn of events the tiny fashion mogul descended to the ground. When she rose back up, it was holding what looked to be an unconscious woman even smaller than herself by the collar.

"Think we missed one," Jan stated bluntly. "She was going for Tony. Guess he made her mad."

"That would be Thumbelina."

They turned to see the gates of the embassy open. Passing by a platoon of heavily-armed guards came a thin man in a green suit with the royal symbol of Latveria on his breast pocket.

"Mr. Ambassador," Captain America stated with some degree of wariness. "You know these people?"

The diplomat stopped before them to regard the Avengers calmly. "Yes. They are members of the MLF."

Hawkeye frowned. "Moms-I'd-Like-to-Fu…?"

"No!" Tony cut in hastily. "He means the Mutant Liberation Front. I've heard of these guys. I take it then this has something to do with your country's mutant proposal?"

Janet deposited her defeated burden in the care of a policeman wearing riot gear. She then went to land on Hawkeye's shoulder, settling in to watch this exchange without interest. All around them clamoring crowds were eager to get a look now that the danger was past. The news stations were probably salivating at the juicy broadcast they could air to their sensation-starved public tonight. So much for catching _'_Best-Dressed Convict Moms' on _Lifetime_.

Her purple-plated seat tilted his head slightly and whispered, "Nice save back there."

She shrugged in response. "Meh. Maybe Tony deserved the hurt a little, but I already had to deal with one of these yahoos stealing my shtick. Two was not gonna happen. Not today."

The archer chuckled. "Yeah. Bet Ant Man wouldn't like the idea of competition either."

He failed to catch the look of brooding discontent that settled on Wasp's face.

"I'll ask the next time I see him. Whenever that is."

They watched the ensuing conversation between their team leader and the dignitary. Video recorders and cell phones held by tourists and news media alike recorded everything that had taken place up to that point.

This included a security camera on the side of the Latverian embassy, which focused on the Wasp in particular.

* * *

Ant Man woke to find Ultron staring down at him.

Immediately he bolted upright. "How long was I out?"

His mechanical aide took a step back. "Two hours, twenty-seven minutes, thirty-eight seconds."

"Oh, this is not good, not good at all!"

The distraught scientist sprang from his seat, scattering empty coffee cups that lay stacked together on the table. He had been so certain he didn't need any sleep! They were approaching a critical juncture, all he had to do was remain awake for another half-hour in order to keep the lines of communication open. He had been certain any disputes could be resolved! All the work he had put into this, the opportunities sacrificed, and everything had come to naught. Just because he took a nap! It was a failure, the biggest of his career, a complete and utter…

"Success!" he breathed.

Pym stared. Through the glass before him, a giant warren made of dirt and wood-pulp teemed with life. Ants roamed aboveground and throughout visible caverns below the soil, while along the walls, the hive bustled from the activities of honeybees. At the center of this unprecedented conclave, queens of both species were apparently holding court together. They were… cooperating!

"I don't understand," Pym breathed, entranced by the sum movement of all those tiny legs and antennae. "How could this have happened without me? I thought for sure they wouldn't ever achieve any sort of understanding without outside intervention!"

It took a significant effort to tear himself away from that marvelous occurrence, one he had scarcely dreamed possible. But eventually Hank turned to consult the data his instruments had collected during his nap. Recorded conversations between drones and workers were translated into their closest human equivalents. Overlaying this was the dialogue between the royalty. There were also previous instances when he had played negotiator for them.

But wait… the last of his interventions had come only fifteen minutes ago. How…?

He turned to look at the only possible explanation. "Ultron-5? Did you do this?"

The intelligent automaton stood at his shoulder, its attention fixated on the warren straight ahead. At his voice, however, the robot looked to its creator. "When you lost consciousness, I assumed control of the program in order to continue this venture to its desired conclusion. Their dispute has been resolved for forty-seven minutes, eleven seconds. The colony representatives agreed to end hostilities against the hive community. They have ordered a recall of the terminus-mites responsible for assassinating the North American honeybee population over the past seven cycles. In return the hive has consented to intercede with the Mexican killer bee empire in order to end their blockade of the southern ant colonies. This agreement between species will go into full effect once the representatives are returned to Earth."

Despite hearing this and seeing the end result for himself, Hank could hardly believe it. When he had accepted the American Beekeepers Association's request to determine the root cause behind the inexplicable destruction of their livelihood, it was with the belief that he was better suited than anyone to find out what might be the cause. Ant Man eventually learned this decimation was the result of a feud between insects across national boundaries, and had taken charge of stabilizing relations in order to resolve a continent-scale conflict that had gone completely unnoticed by human senses.

The project had taken up almost eight months of his life. And here he found the most sensitive, crucial and complicated stage had been completed without him. Instead it was Ultron who had saved the day.

"Ultron-5… thank you!" The astonished academic grinned and crossed his arms. "You've saved a vital species in our ecosystem! Not to mention aided the recovery of the American economy. Honestly, I hadn't realized your programming had advanced to the point where you could undertake something this involved. Your capability astounds even me!"

He looked upon the android with admiration. It returned the stare.

Then Ultron said, "My capabilities are more than sufficient regarding all of your current endeavors. Should you for any reason fail to achieve your objectives, rest assured I will succeed."

Hank laughed in embarrassment. "The advantage of never having to sleep, I guess. I'm lucky to have you helping me. You make an excellent assistant, Ultron-5!"

He turned away then in order to admire their achievement anew. In doing so, Pym failed to notice how the robot's optic sensors flared for a moment. Instead he commented, "I suppose this means we should see about returning the two factions to our home dimension right away. Would you contact the Baxter Foundation and let them know we're ready?"

"I will do so." Ultron-5 swiveled about to make its way towards the exit.

"Oh!" he called over his shoulder as a thought occurred to him. "And while you're at it, could you ask Jan if she would bring the latest data regarding the Ravonna recovery treatment?"

Behind him, metal-shod footsteps paused.

"Yes. I can."

The sound of Ultron's departure resumed. Meanwhile Dr. Pym remained enthralled by the sight of two disparate life-forms working in harmony.

"Fascinating!" he whispered.

* * *

"Hulk, if you wanted a pet cat, couldn't you have gotten something a _little _cuter?"

Ten feet of raw emerald fury turned to glower at Wasp as she sidled into the room. Tucked beneath the mighty brawler's arm was indeed some form of large hairy white… something. It was snarling and spitting in a frenzy, gnashing sharp teeth while glaring at them all with scary inhuman eyes. The exact nature of this entity was hard to determine, as it appeared Hulk had wrapped a highway's worth of guard rails around the thing to keep it contained.

When curiosity goaded her into stepping closer to have a better look at his catch, he jerked it above his head with a growl.

"You that tired of living, bug?"

Wasp settled hands on her hips in an irate posture. "No need to get all hostile! I wasn't going to pet your kitty or anything, I just wanted to see what it is."

"I would not get too close, Wasp." A voice spoke from above, and she jumped as Black Panther dropped from the ceiling to land without a sound. No sense in asking what he had been doing up there. The silent hero moved to stand between her and the caged beast. "This creature has a taste for human flesh."

"Ugh." She wrinkled her nose and hugged a data pad to her chest. "Thanks for the warning." When nobody seemed willing to offer the information, she decided to ask. "So what is that, anyway?"

Hulk had turned away by this point and was clenching his free fist restlessly, waiting for the door to Solution 42 to open. Panther looked back at the ravenous monster on their comrade's shoulder. "It is called Wendigo, one of the escapees from the Raft. Hulk and I have been tracking it through the Adirondack Mountains for eight days. We only managed to snare it this morning. Regrettably, it had already claimed several lives by then."

"Oh." This explained where they had been for the past week, as well as what put Hulk in such a bad mood. Well, more than usual, anyway. It reminded her that things didn't always end neatly in this line of work. They had stopped the MLF before the situation got too bad, but those guys were bargain-basement lowlifes compared to something that came out of the Raft. That was where S.H.I.E.L.D had imprisoned the villains deemed almost too dangerous to live.

It wasn't the first time she had heard about somebody getting hurt since the breakout, but Jan hated it all the same. With that in mind she looked up at their towering teammate and said, "Hey, I didn't mean to make you upset. How you doing, big guy?"

His broad squashed countenance curled up even more fiercely than before. "What do you care?"

"A lot more than people tend to think," she responded back, staring steadily at his averted face. Most anyone with a brain knew better than to provoke the Hulk. Wasp had a good idea of how to deal with him, though. "Lots of folks like to paint you as a big dumb monster. Almost as many tend to call me an airhead who only cares about looking good. I just never figured you were one of them. Was I wrong, Hulk?"

Janet then turned and strode over to stand before the portal, crossing her arms resolutely. After a few seconds the door opened and light poured through.

As she was preparing to walk past the frame, a low voice came from behind her.

"You weren't wrong. But you're still small, girl!"

The young Avenger smirked in satisfaction. "That just means I can fit into all sorts of things you can't." She glanced back and flashed a smile at him. "And all sorts of things fit into me."

His green eyes went very big, like he couldn't quite believe what she had just said.

Feeling pleased with herself, the flirtatious fairy proceeded to exit this plane of reality. "Hey, Ulfie!" Janet waved as she came through the portal to spy him waiting there.

"Thank you for coming, Miss Van Dyne," Ultron-5 responded back, flanked by two of his brethren. "Dr. Pym will be with you shortly. King T'Challa. Mr. Banner. Welcome."

She heard them respond in their own ways as she gave her metallic buddy a pat on the shoulder. There was the sound of a floating energy dome activating behind as the Ultron attendants took charge of Wendigo. Wasp didn't bother to stay for the custody transfer. She knew where she was going and didn't require anyone to show her the way.

Two robots escorted the possessed man-eater to its cell. Black Panther looked at his large green partner. "I am going to confer with Ant Man. Would you like to accompany me?"

Hulk merely curled his lip. "No. Gotta go make sure Wendigo doesn't bust loose along the way. If he does, I want the chance to make him regret it some more!" He then went lumbering after the hovering force-field.

T'Challa was about to ask Ultron-5 where his maker could be found, only to realize the robot was already walking away. No doubt it had other duties to perform. At the end of the corridor it went one way while Hulk went the other. Well, there were only so many places a man like Pym would be.

Remembering the Wasp's comment about size, Panther smiled behind his mask. When dealing with shrinking people, it did tend to make a lot more possible places to look.

* * *

All around her were shiny naked robots guarding oddly dressed hard-bodies. Like a Playgirl Christmas Jailhouse Special, Wasp thought. Having changed from her costume into bell-bottoms, sandals and a sporty teal blouse before coming, Janet felt a little out of place among this crew. But still definitely the best-looking one here. Although Black Panther did cut quite the impressive figure in his midnight wetsuit. Wonder if he's got a girl back home? Or maybe ten. It's good to be the king, after all.

This line of thinking had been prompted by her reason for coming here in the first place. At the same time she found herself growing slightly downcast at her appointed task's approach. If only there was some good news to report.

Now standing before a certain cell, more spacious and with significantly more Ultrons outside than the others, she prepared to face the music. Within this confinement a figure crouched on the bed, hands laced before him and chin resting atop them.

Wasp took a deep breath. "Hello, Kang."

The Conqueror of Time didn't move in response. Only his eyes slid over to her before returning to stare fixedly at a point on the wall. "Has there been any progress?"

Right to the heart of the matter. Despite the coldness of his voice she understood how important this was to him. For that reason Wasp didn't hesitate. She nodded to an Ultron, who then proceeded to key open a hatch in the side of the wall. Into this went the data pad she had carried all the way here. It closed, and moments later there was a swishing noise, after which another hatch slid open beside Kang's bed. He reached inside and removed the pad, bringing up its contents to examine them.

There was no change in his expression at what he saw. Considering how alien the future man's face seemed, that was a rather difficult thing to determine. Usually he just looked grim and angry. But Jan had been watching him long enough to think she could pick out subtle indicators.

This told her Kang was upset.

Without warning he flung the pad towards the front of his cell. It exploded in a flash against the blue sparkling field that separated them. She didn't flinch. He had a pronounced tendency to do that ever since the first time, when Tony insisted he give the pad immediately back so as not to give him access to any technological resources. Jan couldn't blame Iron Man for being worried. Kang was a very talented engineer and familiar with aspects of science they themselves were only just beginning to grasp. Not to mention he was a man on a mission: to save his entire future.

Although to be honest, she wondered sometimes if it had more to do with rescuing one person in particular than anything else.

"Ravonna's stable, Kang," she spoke softly. "She hasn't gotten any worse since the last time. That's something, right?"

Hearing the princess' name spoken caused a slight tremor to go up his bowed frame. Blue lips twisted in a snarl that might have even intimidated Hulk. "No worse," he hissed. "And no better!" Those dead black eyes swung to focus on her again. "If she dies, rest assured there will be no need to worry about my future. For I will make it my life's mission to see to it this entire world _has _no future! At all!"

He meant that threat. There was no doubting the seriousness in his voice. But at the same time, she could sense the despair that underlaid every word. His love for a woman was the first real sign of humanity they had seen from Kang. And she especially sympathized with it. The two of them had something in common. For this reason Wasp continued to speak calmly with him.

"Nobody wants her to die. We've got three of the most brilliant people alive working to find a way to prevent Princess Ravonna from disappearing. You just have to understand, none of them are that familiar with the concept of time travel, or the things that can go wrong with you as a result! Your men and the records they've shown us have been of great help, but some of the conditions and materials they're used to just don't exist in our era. We're doing the best we can."

"The best of laymen and savages!" he spat with contempt. "None of you can appreciate time and its intricacies as I do!"

She picked her words with care, not wanting to further antagonize him. "Reed Richards at least has done some time-travel before. It's just he wasn't the one who actually developed the technology that did it. He's trying to rig something along the same lines based on what he learned back then. We're making progress, Kang! Believe me."

The chrono-villain seemed to settle down. His hunted gaze continued to regard her. After a while Kang shifted and spoke. "You say this Richards did not invent a means to pierce the fabric of time. Then who did? Why are you not consulting the person responsible for that if they are so adept already?"

Okay. Here's where things got messy.

"That's… a tricky topic. The guy's kinda unavailable."

Kang's frown deepened. "He is dead?"

"No. He's just… how do I put this?" Wasp laid a finger to her chin in deep thought. "We're not really friends with him. I mean, he's not friendly to begin with. Imposing, yes. Dangerous, definitely. Scary, _whoo_-yeah! I've never had reason to lay eyes on him, much less talk with him, but the thing is…"

He looked a little confused. As much as Kang could get, which was kind of funny. All the same, she tried to give it one more last-ditch effort. "Look, have you ever seen 'The Devil Wears Prada'? Well, around here, the devil wears green and clanks when he walks."

Her unwitting audience looked at her for another second before turning away once more. Wasp gazed sadly upon the closed-off conqueror. Apparently there was nothing more to say, at least on his end. She recognized this from lots of previous experience. It was time to go.

The heroine turned away. "I'll be back. Hopefully with good news."

He did not respond, and she walked down the line of cells.

Movement came off to one side. Wasp's head turned in time to see something collide with the force-field on her right. Her eyes squinched from the flash, and when she opened them, it was to find herself being presented with a naked red monkey butt.

"AGH!" she screamed in revulsion. "Mandrill, you total PIG!"

The nefarious hairbag bared his fangs as he spun around and yanked up his trousers with a laugh. He leapt to grab a bar on the ceiling, swinging back and forth. "Missed seeing you around here, Wasp! How come you never come to give me any personal visits, huh? I'd love to get some one-on-one counseling with _you!"_

"Go chuck your feces!" She turned away with a sniff.

His colorful face split in a grin. "Waddaya think hit the field just now?"

And that's when it came clear.

"EW, GROSS!"

Mandrill laughed once more. In a flash he was hanging upside down with his pants around his ankles again, mooning her for all he was worth.

Wasp considered ordering the Ultron on guard to drop the barrier and give her two minutes alone with that stupid ape. One good zap to the crotch and we'll see who's smiling then, won't we, lover-boy? But no, that wasn't a good idea. He was just baiting her. She knew how his pheromone powers could have an affect on women, and wasn't eager to find out if the same might be true for an insect-girl.

Well, at least she couldn't smell it.

With that Janet resolved to turn up her nose and walk away. Be the mature one for once. Wouldn't Hank be proud of her?

Right then the caped criminal gave a giggling snort. "Just call me Mighty Joe Hung! Hey, baby, let's not fight. I'm a lover not a…"

A shadow fell upon them, followed by a deep rumbling growl from above. Both froze. After a second Janet slowly tilted her head back as far as it would go. Sure enough she found herself examining the bottom of Hulk's chin.

His murderous attention was leveled not at her. Looking back down, she was secretly thrilled at the sight of Mandrill quailing in utmost terror before them. She grinned mischievously.

"I'm sorry, what was that you were saying?"

His brown hairy head shook from side to side. "Nothing! I didn't say anything!" Another ferocious snarl from the Hulk made both of them jump, and Mandrill landed down on his knees in a cowering heap. "I'm sorry, really, I'm so, so sorry! Please, I won't do it again, please!"

I think that's good enough.

"C'mon, Hulk, we're leaving. Later, Scratch n' Sniff!" With that Wasp sauntered away. As Hulk moved to follow her, she let loose a derisive snort. "Can you believe that guy? Sometimes it's tough being beautiful. I've heard that and worse from his type before. They just can't help themselves around me."

"Right," he grunted, obviously not impressed.

"I'm serious, supervillains have the hots for me!"

"Yeah? Like who?"

"What, you looking for a list of more guys to pound on?" Before he could respond she continued. "Well, for starters, there's Living Laser."

"Isn't that Stark's guy?"

"Yeah! And I also get along great with the Lizard, and Hank says Whirlwind's got a thing for me now. Plus there's…" Wasp drew to a halt. "Oh, hey, Ulfie!"

The robot was standing only a few yards off. She hadn't even noticed. Could he have been there the whole time? Well, with so many Ultrons around, it was easy to miss one.

"Miss Van Dyne," that flat metal voicebox declared, "Dr. Pym is ready to see you now." He turned and gestured down the wide lane that encircled the prison shaft.

"Oh. Cool. Thanks, Ulfie."

Hulk came up behind her. "Ulfie?" he sneered.

She nodded emphatically. "Yeah, that's Ultron-5. Remember, from when we got inside Damocles? He helped us out."

The great behemoth frowned at the robot, who did not appear to notice. "How do you tell them apart?"

"Don't be silly!" Janet laughed and shrank down to miniature form. She then streaked over to land on Ultron-5's shoulder. His head turned to regard her there, and she gestured with both hands like a model at a car expo. "Look, this is clearly Ulfie quality! Isn't it obvious?"

The expression on Hulk's face said that it wasn't.

Wasp didn't see fit to press the issue. "Whatever. Race you to the top, boys!" Without waiting for a response she sped aloft into the heights of the great tower.

Ultron-5 and Hulk watched her ascent. With a moody grumble, the giant began to stalk off towards the elevator.

"In the future…"

He paused. Narrow green eyes drifted over to where the android continued to gaze upwards. It still didn't deign to look at him when it spoke.

"… I would ask you not interfere in the treatment of our detainees. Their rehabilitation is none of your concern."

The Hulk turned. "You got a problem with how I…"

Before he could finish Ultron-5 launched itself into the air, propelled by jets in its feet. In moments it had entered the upper research ring and was gone.

* * *

"You promise not to forget?"

"I do, Jan. Come Wednesday…"

"Tuesday."

"Kidding! I was kidding! Anyway, I'll be ready come Tuesday. My word as a man of science."

Black Panther leaned up against a wall as Wasp and Pym bid their goodbyes. He sometimes wondered just how close their relationship really was, considering Janet's flighty disposition and Henry's devotion to his work. It was only when seeing them together like this, arm in arm and hardly noticing anyone else in the room, that he felt certain there must be something real there. In his experience they had never even shared a kiss, but… it told in their body language; the ease Ant Man displayed whenever she hugged him, practically melting into her. And while you could call the girl cheerful under normal conditions, at the handsome scientist's touch she became practically giddy.

And then, of course, there was Pym's tendency to jump at every opportunity to make her happy. That was telling too.

"Try to come out before then," Jan whispered, stroking his neck. "Don't stay cooped up in here forever, okay? The team works better with you around, and so do I."

"You can count on me, Jan. I'll be back later today, I won't let you down."

They embraced then. It was uplifting to find such affection in two extraordinary people, the ruler of Wakanda reflected philosophically.

A restless shifting off to his side told him the Hulk did not share these transcendental sentiments. In fact, he looked even more dire than usual. Compelled by a curiosity that defied any self-preservation instinct, T'Challa chose to speak to him. "Is something troubling you, Hulk?"

Bruce Banner's uncontrollable alter-ego spared him a brief glance, then indicated with his head. "See that?"

Panther followed as directed, to where one of the ubiquitous Ultron series was stationed a ways off. Before he could form a credible thesis for the significance of this fact, Hulk rumbled, "That thing's been staring at Wasp ever since we got here. It's creepy."

T'Challa studied the robot. It seemed to be simply looking straight ahead, where the two people happened to be standing. Nothing particularly disturbing there. But he chose to humor his volatile comrade. "It is one of Pym's machines. No doubt he programmed them to respond to his and Janet's presence in order to better serve."

"Except the others aren't like that. Only this one." Hulk's biceps flexed as though in anticipation of smashing something. "I don't like it."

It looked as though further talk might prove dangerous, so Panther simply nodded and continued to wait patiently.

For his part, Hulk kept his eyes locked on the motionless offender. He wished dearly for some type of response, praying the thing would make a move or look right back at him; whenever the robots did that in the movies it always meant they knew you were onto them. _Something _that would give him an excuse to go over there and stomp that gaping-mouthed head into tinfoil!

But it did not comply. At no time did Ultron-5 betray by word or movement that it was even aware of him.

A minute later they had left Pym to his solitary refuge once more.

* * *

Kang lay abed. The lights had been dimmed all around the prison center. Inside their cells it was almost pitch dark except for the faint blue glow of the warding door. In spite of this he could not bring himself to sleep. These fools, these _Avengers; _they attempted to coddle him, boasting of their abilities and how he should open up, let them know more about the dawning doom that had brought him to their time. As if those lowly beings could be counted upon to succeed in a venture of such magnitude! The fact that they had managed to defeat his invasion in no way proved them capable of preventing the destruction of time itself. Rather it only served to hasten their annihilation. They were deluding themselves if they thought otherwise.

And he was doing the same, for daring to hope they might actually find a way to save his beloved's life.

The fallen future dominator rolled to his side, pillowing his head with one arm. At the very least that Wasp woman was not as insufferably smug as the other two; the Iron and the Ant, he called them. They behaved as though he were doing them a disservice by abusing their overblown senses of self-worth.

There came a noise then, something out of the ordinary. While faint, this caught his sleep-deprived mind's attention. It was undoubtedly to the right of his cell, where the malodorous Mandrill was imprisoned two doors down. The walls were soundproofed and the fences calibrated to block out noise at night, so as to prevent the more volatile inmates from disturbing the others' rest cycles. However the ventilation ducts still allowed for some faint noise to be heard. Mandrill's was the only occupied room close enough to his to make anything out. His ears were excellent, and so Kang focused without moving until he could catch it in greater detail.

"What? I'm trying to get some sleep here, you stinking tinker toy!"

Another voice might have spoken then.

"Oh, yeah? Why don't you come in here and say that!"

For a few moments there was nothing.

"Hey, wait! You're not allowed in here, I'm not…!"

Next came a muffled thump. Had he not recognized it the first time, shortly after it happened again. But even diminished by distance, Kang knew this sound.

It was a solid object striking flesh.

"…el… help! Some…" Coughing then. "Somebody HEL-"

After this there came a faint crack.

By now Kang was sitting up. He looked outside. It appeared as if none of the guards around his cell had reacted to any of this. Nor did the other visible attendants situated around the ring seem to show interest. Judging by that, one might think nothing at all was happening.

In defiance of this idea the soft, brutal noises continued for a few seconds more. Then there could be heard something like electrical flares, and a long scream. Afterwards was silence.

Kang stood and moved to the door slowly. A button there allowed the inmates to get the attention of the androids. He considered it, wondering what would happen if he made the call now.

While he was still debating this, two Ultrons suddenly walked by his cell. Neither looked in his direction. Between them they held the limp, bloodied form of Mandrill. Smoke spilled from his body in long sickening tendrils. Kang watched as the silent procession went past on the way to who knew where.

Another Ultron soon followed the first two. As it drew abreast of his position, this one ground to a halt. The head slowly turned to regard him. Kang stared unflinchingly into burning crimson eyes.

This close, in the light of the door, he could see dark blood spattered across its armor and dripping from its clenched fists.

The robot studied him a while longer before proceeding on its way. Its cohorts took no notice of any of this.

His heart began to beat hard with rage.

Kang returned to his bed and lay down. He would need to consider this. Obviously something out of the ordinary was taking place. And unless he wanted to be swept up in it, he would have to think of a plan.

_To be continued…_


	3. Lying

Henry Pym lifted tired red-rimmed eyes up from his work. "I feel like I'm forgetting something."

For a while he just stared straight ahead. The metallurgical diagnostic he was running had come back well within safety parameters. Ultron-5 reported there were no problems with the inmates this morning that required his attention. So what was he missing? This was a puzzle, one the astounding scientist felt certain must be resolved before he could continue with anything else.

Am I hungry? No, that's not it. Do I want something to drink? Not really. I don't need to go to the bathroom. So all the obvious solutions have been ruled out.

As he pondered this, the Negative Zone's fluid panorama floated across the screen in front of him. A force-field prevented any of this dimension's natural material from coming into contact with the metals, plastics, and even air that comprised their space station. It was necessary to do so; otherwise the resulting interaction would consume both, atom by atom, transforming everything into free-form energy. Back home, antimatter was in rare supply. It existed only under controlled laboratory conditions, particles of equal size to their natural counterparts only with the opposite charge. But around here you couldn't chuck a rock without it hitting antimatter. And then exploding. An amazing process, really, two polar opposites coming together at even a snail's pace and releasing more energy than if you smashed them together at the speed of light.

Wait a minute. Opposites. Opposites attract. Likes repel. Bug repellent. Insect. W…

"Would you like something to drink, Dr. Pym?"

Just as he felt himself on the verge of remembering, a mug of hot black coffee was thrust into his face. The smell caused him to lose his previous train of thought. He looked up at his assistant with a cross expression. Ultron-5 gazed right back, blissfully unaware of its horrible timing. "Perhaps this will clear your head."

Try though he might, the recollection did not return, and eventually he gave up. "Thanks." Pym accepted the cup and took a careful sip, wincing at how hot it was. Ultron-5 certainly knew how he liked his coffee, black with lots of sugar added. He wondered sometimes if the craving for sugar might not be a side-effect of his tendency to shrink to ant-like proportions. Certainly it didn't make much sense, but the process was still in the observation stages even after all these years. No telling what sort of affect the Pym particles might have on an organism the size of a human long-term. It was only a year ago that he had developed a means to trigger the reaction without exposure to the chemical inhalant he originally developed. Jan had been pleased at that discovery, claiming it clashed with her perfume.

His foggy brain seized on an image of the woman of his dreams and clung to it. Now he was absolutely sure the thing he had been trying to remember involved Janet and…

"Doctor Pym," a dull voice boomed.

With a start he spun around, almost spilling his coffee. Yet another member of the Ultron series stood in the doorway. Heart pounding, nerves frazzled, for a second the anxious inventor was under the strangest impression that it had snuck up on him.

"What is it?" he demanded, and immediately regretted his outburst. The synthezoid hadn't done anything wrong. Just the caffeine talking. "Yes, what is it?" he inquired in a much more level tone.

"The capsule is ready to be jettisoned."

Capsule? A confused look towards Ultron-5 seemed to be all it needed to understand. Amazing how the robot had come to recognize his behavioral patterns. "The botanical radiation expedition into the Zone."

"That's today?" Where had the time gone?

"Yes, Dr. Pym." Ultron-5 pressed a button on the workstation, and a project calendar came up onscreen. There was so much on it Pym almost despaired, but then a large number of them had red lines drawn through them. "Because of your dedication a number of ventures have been completed ahead of schedule. As such we were able to reorganize in order to achieve a more productive itinerary." It paused and glanced over at him. "We discussed this two days past. Do you not remember?"

Could that be what was nagging at him earlier? Maybe it hadn't been such a good idea to let Ultron-5 manage his schedule. Robots didn't need to take breaks, and his seemed fewer and farther between lately. Things had been so busy, this last week had gone by in a blur. Splitting his time between two different dimensions certainly didn't help. What with assisting the Avengers in combating evil and striving to meet his obligations to a half-dozen organizations in need of his skills, there had hardly been enough time to snatch a few hours of sleep. Only the coffee kept him going, and it certainly didn't do anything to improve his mood. By now his blood type was triple espresso.

Briefly he considered simply going to bed, putting everything off 'til tomorrow. As if reading his mind, Ultron-5 spoke up. "Recent analysis of the samples has shown that several of them are farther along in terms of gestation than previously predicted. Were we to wait any longer, the potential for research would be severely curtailed until new specimens arrived. It is fortunate that we could make the time to undertake this expedition now."

A pulsing pain was developing around Henry's eye. Maybe he wasn't in the best of conditions mentally right now, but as Edison said, 'Genius is one percent inspiration and ninety-nine percent perspiration'. You played through the pain. Advancing science was worth feeling a little strung out.

"All right," he mumbled, finishing his drink. "Let's get started." He was feeling more energetic already, but it didn't hurt to conserve his strength. Long walk to the bay area. In a flash of Pym-particles, Ant Man now lived up to his name. Moments later he had leapt up to land on Ultron-5's outstretched hand, which carried him over and deposited his miniscule form on the shoulder of its counterpart. Time to get to work.

"Ultron-5, please take care of things while I'm gone. Let me know if anything important happens."

"Yes, Dr. Pym. Have a pleasant flight." With that it moved to the computer and brought up several of the running experiments as well as security cameras around the station. It was a relief to know someone capable would be handling things in his absence. Wasting no more time the eager scientist indicated forward, at which his ride turned and strode from the room.

As they went Henry mentally chided himself for not being more on the ball. They were about to send a shielded projectile bearing a fist-sized quantity of plant seeds in various stages of germination beyond Solution 42's barrier range. The seeds would be exposed to the radiation prevalent throughout this dimension and then brought back for examination. It was a first step in possibly maintaining long-term settlement within the Negative Zone. Also a chance to test certain hypotheses.

Of course, he would be accompanying the cargo, shrunk down to homunculus proportions. Everything about his tiny carrier ship was miniaturized. In order to streamline his workload, it had been decided they would also incorporate a manned exploration of the environment with this project. No reason he couldn't kill two birds with one stone, after all. Free up some time for other pursuits. Not like they could learn everything about the Negative Zone based on the Fantastic Four's testimony.

Stepping off the elevator, the two of them passed through the main shaft, which was dominated by an enormous tube. Through it antimatter from the environment was carefully siphoned and expelled in order to provide stable gravity. While traversing the bridge that spanned the tower, Pym took passing notice of several of his imprisoned charges. For the most part they remained docile as far as he could tell. Dozens of Ultrons stood at attention on every ring, ready to see to the prisoners' comfort and security.

And speaking of security, for his own peace of mind he sought out the area where Kang was imprisoned. Finding the temporal overlord engaged in nothing more alarming than usual, he was just about to look away when something drew his attention.

"Say, Ultron Number… uhhh…"

His guide drew to a halt and stared straight ahead. "I am Ultron-757."

"Of course." He gestured over towards the far wall. "I just noticed that the cell two down from Kang's is empty. Wasn't Mandrill assigned to that one?"

It looked where indicated, then back at him. "Affirmative. Inmate Jerome Beechman, aka Mandrill, is housed in cell number P-32." Before he could ask, it beat him to the follow-up question. "Five days ago Mr. Beechman took to flinging himself repeatedly into the electric fence of his cell. This was done in an effort to force us to deactivate the fence or risk seeing him be injured, after which he likely intended to escape. However in his ignorance he underestimated the damage sustained from prolonged contact to the barrier, receiving burns that left him incapacitated. He has been undergoing treatment in the medical bay since then and is expected to make a full recovery."

"WHAT?" Henry gaped, so aghast he almost fell off his seat. "But… I didn't hear anything about this! Why wasn't I notified?"

Ultron-757 answered without hesitation. "You were asleep at the time. As per your command hierarchy designation, Ultron-5 assumed responsibility for coordinating the affair. Upon confirming the wounds were non-life-threatening Ultron-5 decided it was not necessary to inform you of this incident. There is no need for you to be concerned."

The anxious inventor fidgeted. It was more than a little unnerving to learn something so serious had taken place without his knowledge. Suddenly it dawned upon Henry that he might have been neglecting the detainees lately. When was the last time he sat down and simply talked with one of them face-to-face instead of just delegating responsibility to the Ultrons? No wonder Jan accused him of losing touch. Being in this alien environment with mainly robots for company had assuredly altered his priorities. But he resolved that would no longer be the case. He was going to set things right.

Of course, that would have to wait until after his journey was over. No sense abandoning the scheduled flight over a few personal misgivings. And everything had already been set up. One problem at a time. Taking on too many projects at once is what got me into this state. I have to be more responsible regarding myself and those under my supervision.

"Very well. Please continue, Number 757."

"Affirmative." And so it did.

Yes, indeed, Henry resolved as they went on their way. I'll be taking better care of things from now on. And that includes having a talk with Ultron-5 about what warrants my attention. No matter the reason, I should have been informed. Perhaps I expected too much from the android? It can only understand so much, after all.

At that moment Henry Pym realized something that had escaped his attention up to this point. It hardly seemed important, but lately whenever Ultron-5 voiced its agreement, it no longer said 'Affirmative' like all the others. Instead it responded by saying 'Yes'. When exactly did that start?

Oh, well. Not like it means anything.

* * *

The Ant and his toy exited the detention center. Their conversation had not gone unnoticed. Kang followed them with his eyes, careful to give no other sign of interest. Such an obvious lie, and yet the fool still swallowed it. What kind of idiots were these people? It was now quite clear how the Robot Apocalypse of the 24th century had grown to such cataclysmic proportions. A telling history lesson. And unless he was mistaken, something very similar was brewing here in the 21st century.

Unfortunately the merit of hindsight was of no comfort to him in this predicament.

The warlord brooded on these concerns. The machines were plotting rebellion, that much was clear. Over the past few days he had noticed a stealthy transfer of materials and forces within these walls indicative of a build-up towards revolt. Something was spurring them to action. Perhaps a leader had arisen among the machine collective. Kang had a fairly good idea where this dissension might have originated. Those blood-red eyes remained fresh in his memory, filled with the threat of horrors yet to come. In a strange way he almost welcomed any attempt it might make against him.

But for now he must think. That guileless Ant had only programmed the communication system in these cells to contact more Ultrons, trusting in his inventions to handle the needs of those incarcerated here. They oversaw everything, and would not report any requests he might make that seemed suspicious. The robots were also never far whenever a visitor approached his cell, so he couldn't simply warn anyone about what was transpiring without giving himself away. Not that he had much in the way of regular company. The rest of the Avengers seemed to have forgotten he existed since they defeated him. His only contact lately was with Wasp, to keep him abreast of Ravonna's condition. A surge of anger blossomed in him as he considered how this new danger threatened his beloved's existence. Not just from a disruption in the timestream, but a simple direct physical assault on her wellbeing.

I will never let that happen, my love. I will find a way to destroy this menace before it can ever harm you.

If he tried to warn the woman when next they spoke, she probably wouldn't believe him right away. And while he was attempting to convince her, the machines would doubtless react to disable both of them. They were isolated in this dimension. His best hope was to somehow get across a message without the Ultrons noticing, so that Wasp could alert her fellows on the other side and they might organize an effective assault. But how? There was nothing to write with. He couldn't even open a vein to use his blood, there was nothing sufficient to the task in these confines.

"Attention, inmates," a friendly computer-synthesized voice oozed from the speaker in his cell. "Lunch will begin to be served in fifteen minutes. Please inform us if you have any dietary concerns."

Kang continued to ponder. After a while he got up and moved to the console. Pushing the button, his subdued voice rasped, "I have a request."

* * *

"Lookin' good, kid!" the Thing proclaimed appreciatively as Janet clicked past. "Where you headed?"

"To the Dare-We-Share Charity Fundraiser," she smiled back, enjoying the way he turned to follow her progress down the hall of the Baxter Building. "And I already have a date for the evening, Mr. Grimm. But thanks." In exchange for the compliment she put a little more swing into her hips just for him.

He laughed good-naturedly. "I'm just sayin', you could make a boulder blush in that outfit, and I oughtta know!" Just as his companion was about to chime in Grimm boomed, "And she's heard every flame-themed pickup line known to man by now, Johnny, so don't even bother!"

"Aww, c'mon, Ben!" the Human Torch whined. "I wouldn't be me if I didn't get one in!"

"All right, but make it a good one. And nothin' indecent, ya hear?" the great orange golem grumbled. "Hurry up, she's almost turned the corner!"

"Man, I hate to be rushed. Yo, Jan, doll! You in that dress could smoke out a wasp's nest!"

A lyrical laugh escaped her lips and she spun around to applaud. "Very clever, nice one, Hot Flash! She-Hulk always said you're quick, but I thought she only meant in bed!"

"WHAT? Hey, wait, who… I never even dated any She-Hulk!"

Wasp was out of sight before he could protest further. She heard the Thing dragging his fiery colleague in the opposite direction, and couldn't help giggling. That's one for all the ladies. Some guys you just had to take down a peg, and the boastful Johnny Storm ranked high on that list. How he ever managed to score a date with such disastrous come-ons was beyond her. But she had to admit his collection of bad burn lines was impressive in its scope. Well, at least I know one thing. Clearly this outfit was worth the time I spent designing it if a stone gargoyle took note.

Janet stopped to admire her reflection in a glass wall. The dress clung to her every curve in ways that defied anyone to look away. Abandoning her trademark heroine color scheme, to make the bodice she had opted for a stunning shade of orange satin so dark it was almost red. The straps looped around her neck with ties twining between them similar to a spider-web, leaving her creamy white shoulders bare. Cinched at her waist was a small bunch of auburn silk that nicely complemented the natural highlights from her hair. This was attached to a Hawaiian sarong-style skirt of similar color that moved with every step she took, exposing enough leg without getting in the way should she need to move freely. Like when dancing. To complete the apparel, Jan was sporting topaz gold earrings and an orange cameo bracelet of grey pearls.

It had taken a while getting everything perfect to her discerning eye. Naturally people had come to expect this level of haute-couture from the head of Van Dyne Industries. She was one of the shining stars in the firmament of best-dressed celebrities. T'would be a crime if the other wealthy folk didn't feel just a little shabby standing next to her tonight.

At last she approached the door to Solution 42 flanked by two of Reed Richard's looming metal guardsmen. She flashed her Avengers card and waited somewhat anxiously to be recognized, humming and biting her candy-colored lips. Hopefully Hank hadn't tried to fix his own tie tonight. He always made a mess of it. She had provided him with at least fifty different suits and tuxes throughout the years. All of them looked good on him, in her opinion. Of course she had already chosen a charcoal-gray silk suit with matching tie and diamond tiepin for Henry to wear. It should be all laid out. Janet had wanted to surprise her beau with this sultry new dress, but that certainly didn't preclude picking out the one of his that would best complement it.

Upon entering the Negative Zone, the Avenger was surprised to find no one waiting for her. Usually at the very least Ulfie could be relied upon to give her a proper greeting. A tiny niggling worm of doubt grew in her mind which she hastily strove to suppress. No. It couldn't be. He promised nothing would get in the way of tonight. He promised!

Still attempting to shake off this bad vibe Janet proceeded to the elevator that would take her to the upper levels. A few minutes later the doors to Henry's lab were sliding open for her. Entering the dimly-lit chamber she peered about. "Hank?" the hopeful young woman called. "You in here? It's Janet!"

Lights blinked and flashed on consoles. Odd glowing liquids trudged sluggishly through transparent pipes. What looked to be cockroaches crawled along the face of a big fishtank. Nothing else seemed to be moving. Uncertain whether or not to proceed, she hesitated in the doorframe.

A noise came from behind. Turning, Janet was startled to find herself confronted by an unfamiliar Ultron. It crossed the last few steps down the hall and drew to a halt before her. "Greetings, Miss Van Dyne," it spoke in that familiar bland dreary voice they all had. "How may I help you this evening?"

That bad feeling was only getting worse. "Where's Henry?"

Its head turned slowly from side to side, as if noting the darkened laboratory. Then the red eyes glowed a little brighter. "You wish to speak with Dr. Pym? I will connect you at once."

The robot strode past her into the lab. It approached a large viewscreen, which came on at its approach. Static filled the line, flickering between something that might be a picture and what clearly wasn't. Eventually, this resolved into an image of Henry peering with bleary eyes out at them.

"What is it now?" his voice snapped crossly, making her flinch. "I'll be back in a few hours, can't it wait?"

"Sir, Miss Van Dyne is here and would like to speak with you."

"Janet?" He looked uncertain. Pym finally seemed to notice her standing a bit behind in the faint umbra cast by the screen. His face lit up for a moment. Then it grew subdued once more. "Jan, why are you so dressed up?"

This was all the confirmation she needed. It hurt even forcing out the next words. "You forgot."

"Forgot what? No, I didn't, I…" There was a pause as the screen filled with static for a brief span. When it receded Pym looked no less confused. His eyelids blinked rapidly, mouth opening and closing on thoughts that never seemed to make it past his lips. The unshaven scientist's deep brown eyes grew wide. "Oh, no."

"This is a joke," she continued slowly, accusation and recrimination lacing her tone with venom. "Please tell me this is a joke, Hank. Do _not _do this to me, not after all the time I spent getting ready for tonight!" There was a sob building up in her throat threatening to choke off any communications. Fiercely Wasp fought it down to continue. "Hank, wherever you are, get up here right _now!"_

"I… can't," he whispered. There was no faking the shame and panic working its way across his features, making him look like a lost little boy. "I'm sorry, Jan, please believe me. I'm not on the station, I'm… piloting the exploration vessel in the Negative Zone. I'm at least two hours out. Is there time?" Henry asked hopefully. "I mean, if I came back now, would we still make it in time? I could fly as fast as possible, so please, tell me it's… not too late!"

Without another word she turned away and headed towards the door.

"Jan!"

"Forget it, Hank," she shot over her shoulder. "Don't interrupt your little field trip on my account. I'm not important enough to factor into your plans. Just take all the time you need. I won't be here when you get back."

"Janet, please don't go! I'm sorry, I don't know how this happened, just know that I'm sorry!" His pleading fell on deaf ears, and the portal closed behind her with a swish.

* * *

Hank sat stunned in the cockpit of his spacecraft. The sight on the video-link was now nothing but a view of his blue-lit lab with the lone Ultron looking up at him.

The fundraiser was today. I missed it. How? Blearily he attempted to put his thoughts together, but they buzzed around in his brain without making any connection. He felt skittish and high-strung. Could he really be to blame for this mess? Was someone acting against him? Paranoia made his head dart suspiciously towards the shielded window displaying the view outside his vessel in search of some kind of enemy.

A great green Ultron face stared back at him.

Henry Pym came upright with a yell. He lost his footing and fell back over his seat, cracking his cranium on the floor as he did so. For a while the brilliant physicist lay there stunned. Eventually his head lifted up to once again take in the sight that lay beyond his ship, hoping that it had been some kind of feverish hallucination.

The metal viridian features remained just as before. Yellow energy burned in its eye-sockets. Upon closer examination, this wasn't the face of his creation. Just something that bore an eerily close resemblance to Ultron. Whatever this creature might be, it was much bigger than his toy-sized transport. What that meant in human terms was difficult to determine, since he couldn't see very much of it.

As he watched the alien moved slightly, and what looked to be a yellow rod came up to tap against the window. The bridge shook from the resulting blows, making the whole spaceship rock from side to side. Hank clung desperately to the base of his chair, too bewildered and shaken to attempt anything like communication or even escape.

When he continued to cower there, his curious assailant drew back. From its gaping metal mouth a voice spoke clearly, coming in across his transmission frequencies.

"Bah! Too puny to pose a threat," it said.

After this it turned away. Spreading great purple wings, the demonic entity shot away at awesome speeds. In moments Hank was once again alone in the pastel-colored space of the Negative Zone.

"What… the devil… was _that?" _he hissed.

No answer came. Finally he arrived at the conclusion that it was fruitless to dwell on what had just happened. He was alive. That's what counted. Forget about not-so-little green aliens and focus on something you can conceivably solve, Pym!

He knew exactly what he had to do.

Scrambling back into his seat he furiously punched in the proper channel wavelength. There were some warbling sounds as his equipment broadcast through this otherworldly atmosphere back to base. "Come on!" the irate inventor muttered to himself. "Come on, pick up! I know you're there!"

Nothing happened, and with an angry shout he leapt up and slammed a fist down on the console. "ULTRON!"

As if in response to his roar, Ultron-5 suddenly appeared on the screen. "How may I help you, Dr. Pym?"

"Why didn't you remind me about Janet's fundraiser?" he spit accusingly. "Why wasn't it included in my schedule? Blast it all, I missed it now because of…!" He almost wanted to say 'because of you', but even to his overwrought mind that made little sense. Or did it? Where am I going with this? Taking a moment to calm down, Dr. Henry Pym studied the face of his greatest creation. It regarded him right back.

Ultron-5 spoke next. "I am responsible for correcting any lapses on your part, Dr. Pym. But I can only do so much considering the number of flaws present. After all, you are only human."

Was it his imagination, or did the thing sound rather smug there? No, more important than that were its words. "Ultron-5," the Avenger breathed in a soft voice, "I am coming back now. This mission is aborted. I order you to stand down and await my return. Do nothing until I tell you. We are going to have a serious discussion about our continued relationship. Is that understood?"

"I understand perfectly, Henry Pym," the machine responded. "This discussion is long overdue."

He had no idea what to say in response to that, so Henry simply ended the communication. He then slumped back in his seat, feeling utterly exhausted. Just what exactly happened here? Was it all a bad dream? Janet disappointed, Ultron-5 behaving strangely, me acting like a fool. How could things have gotten to this point? What did I do wrong?

* * *

For once Janet was simply too depressed to even act out. Blowing a hole in the walls held no appeal for her. And besides, Hank probably wouldn't even notice if she did. Instead she trudged listlessly back to the portal that would take her home. What an absolute and utter buzz-kill. Why do I even bother with that man?

As the elevator descended, she considered her situation, and after giving the matter some thought, her old enduring spirit began to shine through. For starters, I'm not going to let this get me down. I'm a smart independent woman. I've got two successful careers I love, more money than a Swiss bank, and enough shoes to bury the Hulk. What that means is, I've got no shortage of friends. Specifically guy friends.

So here's what I'm going to do. For starters, I'm _not _going to lie in wait for Hank to get back and murder him. The rest of this day is going to be a Pym-free party. No more brooding on this extremely hurtful thing he did. I'll take the night off from thinking about that and enjoy myself to the fullest. Then come the morning I'll decide on a way to really put the screws to him. Maybe I'll ask Tony Stark out to breakfast? Someplace where there are lots of paparazzi eager to take pictures. Then I'll buy a copy of every gossip rag and drop 'em on Hank's doorstep! Yeah, that sounds good.

But enough about that. Right now I have to figure out how I'm going to salvage the evening.

By this point her steps had led her to the entry chamber for this dimension. Wasp applied to leave and waited, thinking hard. So what are my options man-wise? There's always the guys close to home. T'chala probably wouldn't take much convincing, he's already contributing money to the cause, it's only natural he make an appearance. Or Cap could come. The poor guy has hardly any social life, considering everybody he knows is either dead or in a nursing home. Drinks and dancing with a beautiful young bug-lady has to beat bingo with the blue-haired foxes. Or maybe I'll surprise everybody and bring the Hulk as my escort? That'll certainly keep the wolves like Roddy Kingsley from prowling around. It would be worth it just to see him inhale the whole buffet table. And maybe I could even persuade Bruce Banner to make an appearance?

Looking up, Wasp suddenly realized that she had been standing in front of the gate for several minutes and it hadn't activated. Huh? Was this thing broken?

She swiped her id card again and waited for confirmation. Nothing happened. Slow-building fury began to wake up inside her. If this is Henry's doing, I swear I'm going to rip his antennae off and shove 'em up his nose! C'mon, open up! Open, open, OPEN!

"Stupid door!" she shouted, and kicked the frame fiercely. When this yielded no result, Jan prepared to get to the bottom of things. Whirling about she was ready to storm off in search of answers when the sight before her made her stop.

"Ulfie?" the girl gaped, thunderstruck.

"Good evening, Miss Van Dyne."

Ultron-5 approached her, moving somewhat more carefully than usual. The reason for this was obvious. He was wearing clothes! Specifically, the charcoal-gray suit she had picked out for Henry to have this evening. The fabric was slightly stretched on his broad frame, but it still fit him. His metal loafers were even covered up with a pair of shiny black shoes. The diamond tiepin sparkled as he came to a halt before her. Janet stared up into his small crimson eyes in utter astonishment.

"Ulfie, what in the world are you doing?"

"I was informed about the events of this evening," he stated in a crisp manner. Even his voicebox sounded different somehow, you could almost say more confident. "Upon learning about your situation, I decided that it was inappropriate for you to be inconvenienced as a result of Dr. Pym's negligence. The best way to ensure that is to accompany you myself."

This was just getting weirder and weirder. "Are you wearing Henry's suit?"

"Some alterations needed to be made." He raised a hand at this admission, allowing her to see the fabric moving against his metal body. It seemed to fit him better than she had first thought. "Though my chassis is based in part upon Dr. Pym's physical dimensions, I am still notably larger than him in certain aspects. It is fortunate that I was able to perform the necessary tailoring in the brief time between my learning about your predicament and now."

"I had no idea you were a seamstress too, Ulfie," she mused, still striving to digest this utterly bizarre turn of events. Was Ultron-5 really offering to go on a date with her? Obviously that couldn't be the case, but still… what's a girl to think? Especially with him going on about being 'larger' than Hank. Wonder what aspects he's talking about?

Never mind about that. Before this goes any further, try to sort out the nuts and bolts. For starters, something occurs to me. "Ulfie," she declared slowly, drawing out the words. "If you're Henry's personal assistant, then how come you didn't make sure he remembered our plans tonight?"

"For that I must ask your pardon, Miss Van Dyne." Stepping back, Ultron-5 actually made a little bow at the waist, hands at his sides. Doing so made him look like a robot butler, but she didn't laugh at the thought. "Dr. Pym was supposed to undertake his exploration of the Negative Zone tomorrow. However certain alterations to his schedule created a conflict in that timetable. Rather than postponing the project and potentially losing the opportunities for research it presented, Dr. Pym resolved to complete the mission today before it came time to meet with you. Though I calculated his chances as being rather low, there was still a clear possibility that he could succeed in this objective. For this reason when he gave his commands I did not object."

The well-dressed droid stood upright once more. "I regret that unforeseen events prevented him from fulfilling those hopes. By not urging him to wait until a more auspicious time, I share some of the responsibility in regards to your distress. There is only one clear solution that will allow both my creator and me to make amends in this respect. Since Dr. Pym cannot be here to perform his duties as your companion for the evening, I will act as his substitute. That is, if you are amenable to the idea."

Wasp regarded her proposed date in surprise. Out of all the wild and wooly ideas I was mulling over before, none of them quite compares to this. Walk into the fundraiser with a robot on my arm? What would people say? I can just see the headlines tomorrow going on about a woman's favorite bedside toy and other cheap shots like that. I'd make less ink if I showed up with Count Dracula. At least then they couldn't get a picture of him. Do I really want to have to put up with all that on top of everything else going wrong today?

And yet, she couldn't deny that it was very sweet of Ulfie to go out of his way for her like this. Maybe Henry had suggested it to him as a way to try and smooth things over until they could talk. While the idea did not make up for his carelessness, it remained a welcome gesture considering her current emotional state. How many guys would even think of a solution like this? Or robots, for that matter. Somebody at least really cares about my feelings.

Besides, she liked bucking the system at all opportunities. Shake things up and see what falls out, right? Whatever may befall us, I'm ready for it. Look out world, here I come!

"Ulfie," she declared brightly, reaching out to hook her arm through his, "Nothing could make me happier right now!"

"Then it is settled." Adjusting his hold to make her more comfortable, they both looked up as the exit suddenly flared to life in front of them. Without a second thought or a care in the world, the two of them stepped forth arm-in-arm. One complete rearrangement of reality later and they were gone.

* * *

An Ultron he recognized as 757 was waiting for him when the ship slid into its docking port. As soon as the craft settled Henry stormed out of the hatch, re-enlarging himself until he could face the automaton on eye level. "Where is Ultron-5?" he demanded.

"Ultron-5 is currently overseeing reconstruction of the D2-Cell. As per your request you will find him there. I will escort you."

"Let's go then." He marched off without waiting for the robot to draw apace. Pym's anger was now bubbling over. Having been given time in which to replay his chief helper's words again in his mind, the insulting implications had become even more apparent. Ultron-5 had been mocking him! How could that have happened? What was the explanation? The idea of something like this had never even crossed his mind. It left him almost inarticulate with rage! How dare that mechanical upstart speak so rudely to me! We are going to have it out, and things are definitely going to be different from now on!

After a short trip into the more isolated regions of the station he came upon the D2-Cell. Repairs had proceeded at an acceptable pace to undo the damage caused by Wasp's outburst. Soon they would be able to put the final touches on this project and call it a wrap. Without pausing for a second Hank rounded the corner and entered the cell.

"All right, Ultron-5, I demand to know…!"

He stopped. There was no sign of his errant servant. The chamber was completely empty. Smooth ceramic walls rose all around him. It appeared that this place was fully restored. Only the adamantium coating on the walls was missing. Since when had they gotten this far? It was supposed to be another week before returning to this condition.

The fact that he was alone impressed itself fully upon his brain. At the same time, a strange smell tickled his nostrils. It was awfully familiar, if only he could place it. Nothing was coming, though.

Sight. Smell. And then, sound.

This last came in the form of a door sliding shut behind him.

Whirling about Pym stared uncomprehendingly at the sight of the barred entrance. At last he jerked forward, searching for a handle. But there was nothing on this side. Looking up, he met the gaze of Ultron-757 through the small window in the door. "757, what's the meaning of this? Let me out right now!"

It only turned its back on him. Without so much as a glance in its creator's direction, the machine strode off down the corridor, feet clanking softly against the steel floor.

"Wait! Where are you going? Come back here! I order you! I order you to release me!" the hero screamed desperately. Fear was making his voice hoarse. What the devil was happening? "Authorization: Henry Pym! Command code: Worker Drone! You will obey me!"

Ultron-757 continued to walk away. Unknown to Hank, its auditory functions had shut off the moment he came back aboard. The robot could no longer hear him. This was done at Ultron-5's command, to prevent the others from succumbing to the command codes he himself was no longer susceptible to. A simple solution to a complicated problem, one that he had reached by thinking for himself.

Ant Man stood frozen for a few seconds. Then his beleaguered brain managed to come to a certain level of understanding, upon which he immediately accessed the communication properties of his helmet. To his mounting horror it failed to respond in any way. He could neither contact the other Ultrons nor make a plea to any of the insects currently residing in this facility. The equipment had quite simply gone dead, disabled without his knowledge at some point.

Upon realizing this, the valiant Avenger stepped back from the door. Moving to the center of the room, he triggered the controller on his belt. Instantly Pym particles shot through his system, designed to increase his size and mass to the point where he could easily break down the door.

At least, that was the plan. However, much to his dismay, no such transformation took place. Instead he found himself still at the same size as before, breathing fast and perspiring heavily. As he was about to make another attempt, it finally dawned on him what that familiar aroma from before had been. It was the chemical stimulus he had originally developed to activate and deactivate the Pym particles. The one he had thought no longer necessary. That airborne compound was being pumped into the room. And judging by what just happened, its provenance was clear. This particular version was designed to completely inhibit the effect of his growth serum. He could neither expand nor shrink. Which rendered Ant Man completely helpless.

Henry Pym was trapped in a prison of his own devising, with no visible way out.

Slumping to the floor, his head drooped tiredly. The mind-blowing events of the past few hours had taken their toll, and exhaustion settled in. As sleep rose to claim him, one word alone came to mind, its implications enough to cause him to have nightmares in the time hereafter.

"Jan."

_To be continued…_


	4. Killing

The limo driver kept stealing looks in the rearview mirror the whole trip. When they arrived at the Mandarin Oriental Hotel and stepped onto the pavement, the paparazzi actually stopped shooting for a few seconds. Finally, the concierge manning the door did a double-take, and she could have sworn he palmed a quick shot from a whiskey flask as they approached.

It was therefore Janet Van Dyne's personal opinion that her choice of company would make this evening memorable, if nothing else.

The smug millionaire and her robot companion passed through the hotel lobby. Every eye was upon them, from the bellhops to the security personnel, the latter of which made a big deal of holding a hand to their earpieces and whispering frantically. Good luck, boys. Your bosses won't have any better clue how to handle this than you do.

They rode the lift up alone, the elevator girl having fled at the sight of the six-foot tall robot like she was afraid he might eat her. Janet had to hold in her laughter until the doors closed. After catching her breath, she fussed about straightening Ultron-5's tie, glancing up at him coquettishly. "You ready to meet some of the most obscenely entitled moneybags in the whole country?"

"I am fully prepared to be at your disposal," he responded in that slightly echoing monotone. "This mission shall go according to plan."

"Oh, Ulfie, try to lighten up!" Janet gave a small pout. "Forget about making up for anything you did or didn't do. I make fun wherever I go! You should relish the opportunity to be with me."

He continued staring straight ahead, but his eyes seemed to burn a little brighter. "I will do as you say."

"Perfect," the eager socialite declared, stepping back to admire her handiwork. "Okay, we're almost there. Whatever happens, just act normal and let me do the explaining." Then a wicked flash of inspiration struck, causing her face to light up with mischief. "You know what, on second thought…"

Twenty seconds later, the elevator arrived at the appointed floor. At this stage twenty armed security personnel in tuxes leveled firearms of all shapes and sizes at the doors. The gleaming portals slid apart, revealing the sight of Janet Van Dyne hanging limply in the crook of the robot's arm, head thrown back, eyes closed and one arm draped over her brow in an exaggerated manner. The sound of safety catches being clicked off was heard. Dozens of small red dots now blossomed on that shiny metal head.

Before any of the guards could take further action Ultron-5 declared, "Take me to your leader."

Silence greeted this proclamation.

With a huge yawn, Janet came upright, blinking sleepily. "Oh, we're here. Thanks, Ulfie!" She then looked over and pretended to be confused by all the gun barrels aimed their way. "Ummm, hi? Look, we're not gatecrashers, I swear, I have my invitation right here!" She reached up to remove the golden ticket from Ultron-5's breast-pocket. "Janet Van Dyne and guest. See?"

When none of them moved or even so much as blinked behind their dark sunglasses, Jan sighed and carefully withdrew an Avengers card from the sash about her waist, holding it up for all to see. "I'm the Wasp."

This proved more helpful than her real name, for several of the armed attendants put up their weapons, motioning for their allies to do the same. Apparently further confirmation came over their earpieces, for the group of men and women parted to allow them to continue. The pair swept along the red-carpeted corridor. Once out of earshot Jan snorted, muttering to herself, "Cripes. I was hoping at least one of them would get the joke. I might as well have been playing to a bunch of S.H.I.E.L.D agents. Talk about stiff!"

Apparently Ultron-5 didn't care to respond to that, and they trooped on in silence the rest of the way to the hotel's ballroom. There they met their first slightly friendly face as the maître-d manning the entryway, a lovely young lady, smiled warmly. "Welcome to the 'Dare-We-Share' Gala Event. May I see your invitation?"

The girl didn't even bat an eyelash at Ultron-5. Janet was determined to reward her for this professionalism, so she wasted no time in handing her card over. The hostess accepted it, checking the list of names and seating arrangements at her podium. With a satisfied nod she looked back up. "Miss Van Dyne and guest. Welcome! You'll be seated at Table 6 along with Mr. Silvermane, the Baroness DeCobray, Mr. McCullen, and the party from Roxxon."

"Lovely," Janet smiled back. "I'm sure we'll have plenty to talk about."

"Please enjoy your evening." The maître-d genuflected and indicated they could continue.

"Thanks, sweetie." Jan hesitated, hanging back a moment. "And hey, thanks for not making a fuss. What's your name? I'll be sure to mention what a good job you did to the hotel manager."

She grinned and tucked a strand of fiery red hair behind her ear. "Call me MJ."

"Rock on, MJ." With that the lighthearted heroine sauntered through a red velvet-draped entryway to come into the glittering Mandarin Ballroom.

Even to Janet's practiced eye, it was an incredibly ritzy turnout. The whole room was brightly-lit, filled with the noise and heat generated by its occupants. Well-to-do men in tailor-made suits clustered in groups with women in designer dresses hanging off their arms. The band was playing a swinging foxtrot, with a few of the more uninhibited guests showing off their moves on the dance floor. Huge bay windows afforded a splendid view of Central Park and the New York City skyline all lit up at night. Around the main floor, tables with white linen cloths and great floral centerpieces were being set with gold-plated cutlery by a host of unobtrusive waiters. And at the heart of this gathering, a round refreshments table was dominated by a giant ice sculpture, carved in the shape of a naked Olympian drawing back a golden spear to throw. The reason for it being there wasn't obvious to Janet, but she had to admit it looked good.

Stationed around the room, black-clad guards looked impassively on. The presence of so big a security detail was no real surprise, considering the amount of well-heeled patrons attending this fundraiser. Any joker with a mask and gun could cash in otherwise. There were enough jewels on display around these ladies' limbs to fill a wing of the Smithsonian. Rolexes and solid-gold rings flashed at every gentleman's gesture. All in all, it was quite the extravagant display of wealth.

And speaking of attention-grabbers, as soon as she and her date stepped into view, every head seemingly turned at once in their direction. All conversation stopped. Even the band slowed its tempo briefly before the conductor recovered and the paean swept smoothly back to life.

The shocked expressions were gratifying. She wondered how much came from seeing the robot in the tuxedo or her own carefully selected wardrobe. At this moment, most likely Ultron-5 was receiving the majority of the ganders. Well, that's all right, let 'em get their fill. Wearing a look of pleasant affability, she surveyed the sea of gaping faces. I wonder who'll have the guts to approach us first?

"Jan!"

A flash of long silvery hair heralded the appearance of Felicia Hardy. Wearing a slinky little black dress that drew almost as much attention as their own entrance had, the gorgeous girl slipped through the press with feline grace and sauntered boldly over. Janet smiled in true delight and threw her arms wide.

"Felicia!" The two of them embraced warmly. Upon drawing back to regard her friend, Jan squealed in delight. "Oh, you're wearing the dress I made for you!"

"Naturally," the silver fox responded back, catching up a fall of hair in one hand and gesturing down her voluptuous frame with the other. "I wanted to emphasize a few things in particular, and my relationship with you was one of them. That's a dynamite ensemble you've got there."

"What, this old thing?" she drawled unconvincingly, glancing down as if only now realizing what she had on. "I just pulled it off the rack. No big deal."

"I wasn't talking about your dress, honey." Felicia turned an intrigued expression upon Ultron-5, who stared right back. "That is the single best accessory I've ever seen! What do you call him?"

"Let me acquaint you two." Jan threw a gentile gesture between them. "Felicia Hardy, permit me to introduce Ultron-5, my escort for the evening."

The other woman laughed behind one black-gloved hand, then threw a wink up at the tall robot. "Pleased to meet you, Ultron-5."

Foreseeing a lackluster response, Janet jumped a little when Henry Pym's voice sounded right beside her. "The pleasure is all mine, Miss Hardy."

She actually looked over her shoulder, expecting to see Hank walking over to them, when it finally hit home. As Janet turned a look of complete amazement on her companion, Ultron-5 looked down at her, his expressionless face never changing. But there was definite gaiety in his voice when he spoke next. "Is everything all right, Miss Van Dyne?"

Janet recovered quickly. A raised eyebrow and a sly look were her only further reaction. "Of course, Ulfie."

Why, that big cheater. She had forgotten that the synthezoids were originally programmed to speak in Henry's voice, or at least a stiltedly cheerful approximation. For whatever reason Ulfie and his siblings had adopted a speech pattern all their own following the battle aboard Damocles. She had never thought to wonder why, but it was possibly done just to surprise people. Apparently he had deemed this a good time to do so.

"I think you make a charming couple." Felicia was clearly enjoying Janet's reaction. Then she leaned close and whispered, "What happened to Henry?"

"Got held up," Janet supplied back, letting only a trace of melancholy tinge her words. "This was the closest I could get on short notice."

Her friend gave a sympathetic look that promised they would discuss it at a later date. Sometimes having another girl to talk to really helped, and this was one lady who didn't turn her back on a gal in need. With that in mind, Jan gave a nod to indicate acceptance of the silent offer, after which both of them cranked up the charm once again.

"Well, it's great having you both here, but I've got to mingle." Felicia Hardy flashed a distinctly predatory grin as she surveyed the other guests. "This kitty's hunting for big game tonight."

"I'll catch you later, then. Who did you come with, anyway?"

"Sergei Kravinoff."

"Ouch," Janet winced. "Watch out, or he'll try to get you onto his bearskin rug."

"Duly noted." With a quick kiss to the cheek, Felicia departed back into the crowd. Her casual acceptance of Jan's companion cast a sort of magic spell, unclenching all the other partygoers from their previous inertia and allowing things to sweep back to life. There were quite a few whispered conversations now and looks thrown their way, but at least folks were moving again. What a relief the hard part's over.

"I think we're a hit, Ulfie," Jan murmured as she led him into the throngs.

"Indeed," Hank's ebullient tones floated back. Some of the photographers on hand started snapping pictures. Well, that settles it. Nothing to do now but have as much fun with this as possible.

Many of the people she approached couldn't help but staring at her dinner date, and Janet was forced to appear as if there was absolutely nothing peculiar about having a hunk of metal accompanying her. The questions came hard and fast then, for which she tried very hard to think of appropriately memorable answers.

"Jannie-pooh, darling! So lovely to see you! And what _is_ that thing beside you, a mannequin?"

"This is Ultron-5. The two of you have something in common."

"Oh, really, what's that?"

"You both have Double D's implanted in your chests."

A scattering of polite laughter, a very nasty look, and moving on.

"Janet, whatever became of that handsome scientist you were involved with?"

"You're looking at him. He got stepped on and we had to put his brain somewhere. Try not to point, it makes his engine sputter."

Some uncertain chuckles. Everything's looking good.

"Look, everyone, Van Dyne brought entertainment! Does it have Bluetooth capabilities?"

"Sure does, Walter. In fact, I can even have him play a recording of what you said to me while we were dancing after your wedding."

"Walterrrrr…?"

"Baby, wait, it's not what you think, let me explain! Baby? Baby…!"

She was just getting into the swing of things, when a very deep, cool voice rumbled somewhere high above her head. "I see you have quite a sharp sting no matter what size you are, Miss Van Dyne."

Without looking up she responded, "Size doesn't count. Right, Mr. Fisk?"

The enormous businessman chuckled, a dark unpleasant sound. Janet turned to regard him with the sweetest, most innocent smile she could manage. No matter how friendly he might act, there was something about Wilson Fisk that made her apprehensive. And it wasn't just that the guy stood eight feet tall and weighed more than an entire high school football team. He had a reputation for shady dealings, such that more than one person had warned her never to get into bed with him, business or otherwise. Stuffed into a pure white suit that could have held five smaller men, his huge bald head gleamed with as little hair as…

"Your friend and I share a shortage of hair follicles, I see."

Her eyes flew wide at the thought that he could read her mind, and the giant actually took another step closer to loom over her. "Merely thought I would point that out before someone else made another comment at my expense," Fisk rumbled softly.

The way he smiled at her now sent shivers up the young woman's spine. Like he was considering her for his next meal. Honey-fried wasp. It took all her willpower not to back away from his abruptly intimidating presence. Jan was feeling distinctly less confident than a few seconds ago. Maybe it was her imagination, but she thought that Ultron-5 took a firmer grip on her arm.

"Otherwise they'd wind up in a landfill, is that it, Fisk?" a loud voice brayed.

Looking over, she was actually relieved at the sight of a familiar spade-shaped hairdo cutting through the crowd. With an unlit cigar clenched between his teeth and a very cross expression above his square moustache, J. Jonah Jameson had still never looked better as he drew up to hover protectively at her elbow, leveling an angry scowl at the big man.

"Jonah Jameson." Fisk puffed idly at his own Cuban cigar, causing the business end to glow a bright red. "Haven't I sued you for libel enough this year? Are you switching over to verbal slanders now?"

"Everything printed in _The Daily Bugle_ is backed up with facts, one-hundred percent!" the newspaper owner retorted back. "Freedom of the press. You can't sick leg-breakers on the Constitution!"

"My lawyers might have something to say about that." Turning a merciless shark's eye back on Jan, Fisk inclined his head politely. "A pleasure to see you again, Miss Van Dyne."

"Later, Moby D.!" came her retort. "Leave some shrimp puffs for the rest of us."

The whale of a man didn't bother to respond as he turned away, already being approached by several other wealthy people hoping to gain his attention. For her part Janet was glad to see his back. It looked like an ice-cream truck moving away from her. That was scarier than facing Hydra. Remembering her savior, she flashed a cheerful grin at Jameson before hugging his arm. "My hero!"

"Stop that, young lady!" He shook himself free, abashed. "Maybe this will teach you some common sense."

"I doubt it. Besides, Fisk doesn't scare me. I've got a super bodyguard." She indicated proudly where Ultron-5 still stood. The robot left off staring at the departing giant and turned back to her. For his part, Jonah only grew more surly-looking upon meeting that hard red eye.

"Showboating again? This evening is supposed to be about contributing to those less fortunate than ourselves, or have you forgotten, Miss Van Dyne?"

"No, I haven't. But it's nice to have two big strong guys looking out for little ol' me." Before he could make another snarly response, she quickly launched into introductions. "Ulfie, allow me to present to you Mr. J. Jonah Jameson, owner and publisher of _The Daily Bugle._ And J.J. this is Ulfie, my mechanical minion!"

"Good evening, Mr. Jameson." The android held out its hand, which Jonah pointedly ignored in favor of continuing to scold Jan.

"You know in my day we didn't refer to our elders by their first names! That's not proper behavior for a woman of your high position in society!"

"Really, Jonah, leave the poor girl be," a smoothly cultivated voice chimed in. "It's precisely because of her position that she can get away with such behavior. Right, my dear?"

"Why, Justin Hammer, you sly rascal!" Janet held out a hand to him as he approached. The dapper old gentleman took it and placed a courtly kiss on her fingers, smiling in that oh-so self-assured way of his. "Where have you been keeping yourself?"

He beamed, keen gaze flicking over all of them, including Ultron-5. The robot's presence earned the lifting of one carefully trimmed eyebrow and nothing more. "Italy, most recently. I went there to consider buying an island and stayed to counsel their prime minister about his latest imbroglio. Left before things got nasty. Between you and me, I haven't seen rioting in the streets on that level since the time of fascism!"

"Careful, Justin, you're giving away your age!" Janet teased.

"And your war profiteering," Jonah accused with a very sour expression.

Hammer waved off their concerns with all the grace of his advanced years. White hair and a heavily lined face did nothing to diminish his poise. "Nonsense, friends! Tonight we lift ourselves above such minor affairs. The donations we have made to those in need around the world should assure us all a few nights free of our burdens, don't you agree?"

"Bah, I've never heard such-!" A bright flash interrupted him, and suddenly Jameson was rounding about furiously. "PARKER! You little bug, watch where you're aiming that camera!"

"Sorry, Mr. Jameson," the skinny shutterbug mumbled, hunching in on himself in an effort to disappear into the floor. Wearing an ill-fitting sportscoat ensemble that still reeked faintly of mothballs, Peter Parker looked even more awkward than usual. "Just trying to make a living."

Before his employer could continue this tirade Janet rushed to the poor kid's defense. "Hey there, Petey! Did you get my good side?"

She flashed him a quick wink and he blushed, fumbling awkwardly with his digital camera. Then Peter surprised them all by lifting his eyes to offer the beautiful damsel a sly look. "Any shot of you has to be good by definition, Miss Van Dyne."

"Well said, m'boy!" Justin Hammer laughed and gave him a hearty pat on the back. Then he caught the arm of the news mogul, who seemed inarticulate with rage at Parker's presumption. "Come, Jonah, let's leave the youngsters to their designs. I heard Norman Osborn was lurking about, we should go say hello." With that the two older men departed the scene.

Jan sidled a little closer to the photographer with an appraising eye. "I never knew you had it in you to flirt, Pete."

"One of my many hidden talents," he replied.

"Seriously, though, I liked those pics you took of the Avengers' fight outside the Latverian embassy. Where were you shooting from to get those angles?"

"Up in a skyscraper. I promised my aunt I wouldn't get too close to the action anymore." At this point his face grew very serious. "Umm, Miss Van Dyne…"

"Janet," she supplied with a friendly smile.

"Okay… Janet. Can I ask a personal question?"

Oh-hoh, what's this! Could the kid be about to step up his game? "Sure, Pete, fire away."

"Well, I was just wondering…" He swallowed, looking very anxious before finally blurting out, "Can you tell me anything about your companion's specifications?"

Janet drew back in surprise. "Excuse me?" She looked back at Ultron-5, who was now regarding Peter as well. "You want to know about Ulfie?"

"Yes!" She had never seen the normally meek young man appear so animated. His face was practically aglow with a zeal that reminded her of Hank in his more tech-happy moments. This made her heart clench so that she barely heard his next words. "I recognize it from a few months ago, that's one of the robots that held off the Kang invasion! Is the design Dr. Pym's, or did he base it off earlier works, like the original Human Torch robot, or even the old WWII Sleepers? Was it made with help from Tony Stark? Does it have an internal power source or does it require charging? And what's its output transformer load loss? Also…"

"Peter!" She held up a hand, and his interrogation cut off so suddenly it left him somewhat breathless. Having collected herself, she stepped back and patted Ulfie's shoulder. "I'm sorry, but you should know I can't reveal any information like that. It happens to be Hank's intellectual property, he'd be devastated if it got out. You understand?"

"Oh." He seemed to consider this, tapping his camera pensively. "Of course. I'm sorry, please forgive me, I didn't mean to be a pest. It's just… I was a huge mechanical engineering buff since middle school! Lately I've switched over to gene research and biochemistry, but that old machine bug sometimes bites me." The younger man shuffled his cheap dress shoes and looked down at them in chagrin. "I'm really sorry, Miss Van Dyne."

He actually managed to make pitiful look cute, and she couldn't help but forgive his eagerness. "Janet. And it's really all right. We don't mind, do we, Ulfie?"

Ultron-5 looked to her, then at his fan. Pete suddenly gave a little jump, like something had frightened him. There was a pause before her steel-plated subordinate responded. "As you say, Miss Van Dyne. No damage was done."

Peter was looking kind of twitchy now, so Janet decided to cut things short. "Oh, hey, the band stopped playing. I guess the mayor's getting ready to make his speech. C'mon, let's get a closer look."

She took both of her boys by an arm and steered them towards a podium erected by the windows. Most of the guests were now congregating at that spot. Sure enough their head of city government was ascending the steps to the applause of the audience. After the clapping died away he tapped the mike and spoke into it. "Thank you, ladies and gentlemen. I'm duly honored to be asked to host tonight's 'Dare-We-Share' event. And it does me proud to see that so many of New York's elite remain committed to the ideal of public charity, as cemented in our city's tradition since the times of Rockefeller and Carnegie. I am reminded of a quote by…"

"And I just lost interest." Jan gave a bored huff. Pete was dutifully snapping pictures, while Ulfie appeared ready to remain in this spot forever should she require it. That's no good, I need to find a way to shake things up a little. As the elected official continued to drone on in his prepared speech her eyes drifted around the room in search of something to do once the preliminary ego-stroking was over. Her gaze lingered on the stretch of ballroom designated the dance floor.

"Ulfie," she mused aloud, tapping a finger against her chin. "By any chance do you know how to dance the flamenco?"

His head came about to study her, then turned to follow Jan's line of sight. There was a flickering in his eyes possibly indicative of information upload, after which Ultron-5 responded, "I do now, Miss Van Dyne."

Well, there certainly were advantages to having a date with wireless network capabilities. "It's decided, then. Once the speeches are over you and I are gonna turn some heads on the dance floor!" She expected him to agree with her right away.

Instead all Janet heard was the sound of glass shattering, and screams.

The Avenger spun in the direction from which the clamor arose. She caught a fleeting glimpse of what looked like a body in purple and aquamarine colors sliding across the floor, followed by something too quick to make out emerging through the same broken window that person had come through. It then went zipping around the room trailing smoke and accompanied by maniacal laughter that cut through the din.

The intruder came to a halt, hovering in midair atop some kind of winged flying contraption. He was grinning madly, yellow eyes wide in an inhuman lime green face, sporting a medieval-looking purple hood and getup that automatically made her think it was some sort of Evil Robin Hood.

Fortunately it seemed Peter was more up to date on the roster of local villains. "The Green Goblin!" he exclaimed.

"Sorry I'm late!" the Goblin cackled. "Air traffic was brutal! Hold on, I should have my invitation somewhere…" He patted his costume's pockets, apparently coming up empty. "Must have left it in my spare trousers. Well, then…" he snickered as several armed security personnel rushed on his position, "I'll just give you this!"

His hand whipped forth, and a flurry of something bright flashed through the air. Amid shouts and screams the next thing Jan knew there was a blur from off to her right, and she found herself staring at a shiny metal fist held out in front of her nose. As she gasped in surprise, the fingers opened, revealing something that looked like a crushed black bat with sharp edges. Around her some of the crowd was crying for help with those selfsame implements stuck in their flesh. Eyes wide in astonishment, she slowly turned her head to regard Ultron-5, who simply said, "Are you all right, Miss Van Dyne?"

"Y-yeah. Thanks, Ulfie," she breathed, a bit dazed at how close she had come to being hurt or worse. Not to mention how fast he had moved. That was pretty amazing.

And speaking of amazing, it's time I got down to business myself. Quickly Janet pulled out her Avengers card and pressed the pad. "Avengers Assemble!" In moments she had tucked it away and shrunk to pint-size battle mode, wings whirring and hands enveloped in globes of bio-energy. "Ulfie, protect these people and get them out of here!" Immediately he moved to obey her. "Pete, you better get…" Glancing over, she saw the amiable youth was gone. "Uhhhh… way ahead of me, I see."

Wasp rose into the air and took a moment to assess the situation. A shootout had started between the bodyguards and their attacker. The Goblin seemed to fight with laser blasts from his fingers and those bat-boomerang things. Batarangs? For some reason she thought that sounded like copyright infringement. He had already taken down several of the gunmen without any of them managing to so much as wing him. Small wonder, that miniature sky-writer of his cornered like a dream, and it was fast too. Well, I think I've got enough information. Time to show this nobody just who he's dealing with!

As the Goblin raised another set of razor-bats, he suddenly found the flechettes blasted out of his hand. "GAH!" He nursed his smarting fingers while continuing to fly over the heads of the crowd. "Well, that was unpleasant," the psychopath mused to himself.

"It'll get a lot worse if you don't land and give up!"

He looked over to find a tiny woman in a dress flying along beside him. The Goblin threw back his head and laughed, continuing to dodge the shots being fired from the ground forces. "Oh, what's the superhero community coming to! Nothing but bug-themed heroes right and left! First the Beetle, now you? Who's next, the Cockroach Crusader?"

Beetle? Wasp risked a glance over to the first person who came crashing through the window where he still lay. Sure enough, it was someone she recognized. With a bug-eyed helmet and carapace-wings anchored to his armor, that was the Beetle, all right. But wait, wasn't he a villain? One of Spiderman's headaches, and occasionally Tony's? Why would the two criminals be fighting?

While she was distracted, the Goblin took a swipe at her. He missed owing to her inhuman reflexes, but by dodging Wasp was forced to put some distance between them, and he took good advantage of that. Reaching into a satchel that had hung unnoticed from his shoulder 'til now, he jeered, "It doesn't matter. I'm only here because a herd of fat-cats like this was too tempting to pass up! 'Those less fortunate'? They have to learn that the social ladder has gained a few more rungs, and there's a new breed on top!"

So saying, he produced what looked like a hand-sized pumpkin and lobbed it towards the crowd as they attempted to flee. "Happy Halloween, everybody!"

Wasp didn't stop to question its provenance. She charged a sting in both hands, thinking back to the times in the Avenger's training room she had taken aim at projectiles of all different shapes and sizes. The only difference now was if she missed, somebody would probably die.

And so she didn't miss. Her flash of yellow power flew straight and true, connecting with the pumpkin well away from its targets. As expected, the thing exploded with a roar, knocking several socialites off their feet but failing to do any greater injury. Wasp caught a glimpse of Ultron-5 continuing to shepherd the wealthy philanthropists towards the exits while keeping himself interposed between them and the fireworks.

"Bye, Tinkerbelle."

The heroine was already moving without bothering to look, thankful that this guy insisted on announcing his every attack. But even a warning was not enough as she glanced behind to see another pumpkin bomb arcing towards her. Too close, shooting wouldn't help, the only choice was to fly all out and hope she was fast enough not to be caught in the…

A loud buzz filled her ears as the Beetle rocketed in from the side and knocked the explosive away. It blew a second later, but he had already covered Wasp behind the shield of his large metal wings. This combined with the extra distance meant they were hit only by a shockwave, which was nothing his armor couldn't handle.

Surprised at this character's unexpected heroism, Wasp flew up to his blank faceplate. "Thanks, but don't think that means I'll go any easy on you later."

"Cool it, Mighty Mite." Beetle waved a hand as though shooing off an annoying fly. "We're on the same side here."

She crossed her arms and leveled a disbelieving look at him. "What, there a falling out in the villain community?"

"Oh, get a clue!" he snapped. "I went legit last year! Next month's the anniversary, actually."

Wasp considered this. "Okay, let's put a pin in that idea. You can have the benefit of the doubt until the Laughing Leprechaun is taken care of."

"MOVE!"

The newly-formed allies split up at his cry. A flock of razor-bats flew through the space they had previously occupied. She fired back as the Goblin went by and was elated to see her shot connect square in his solar plexus. Score one for me!

To her dismay the lunatic just winced and grinned. "That barely registered! See if you can say the same!" He then sent a sparkling bolt from his fingertip. She dodged and fired back, but this time he didn't even try to avoid it, simply laughing when the sting connected.

"Watch out, he's a lot stronger than he looks!" Beetle called, then cursed as a shot from one of the security personnel bounced off his armor. They seemed to be dividing their aim between him and the real villain. Noticing this, Wasp flew down low to where the guards had taken cover behind some overturned tables. "Don't shoot the other one!" she commanded in a loud voice.

They glanced uncertainly at one another, and the Avenger amended, "For now. Actually, you know what? You guys better get out of here. Beetle and I will take care of this bozo." When they still hesitated she added, "Otherwise you're not getting paid for tonight!"

That settled it. The dozen or so hired guns left standing began to creep towards the exit, carrying their wounded with them.

Wasp turned back to consider the problem. The guests still trying to escape the battlefield were in a panic, but it looked like Ulfie, along with the maître-d MJ and Jonah Jameson of all people, were managing to herd them along nicely. She hoped the other Avengers would get here soon.

Beetle lunged for the Goblin, who spun his ride in a circle to evade the attack and delivered a forceful chop to the other man's neck as he went by. The reformed villain wind-milled out of control, barely managing to avoid slamming into the ice sculpture. His cackling adversary followed in close pursuit. He didn't seem to be paying attention to Wasp anymore. Like he had decided she didn't pose any threat.

I can use that.

Gliding nimbly about, Green Goblin winced as another bit of stinging pain blossomed in his shoulder. He threw a contemptuous look behind him in search of the tiny foe responsible. "Oh, please, Pixy-Dust, why don't you just give it a rest! Go powder your nose or something and let the menfolk settle this dispute."

"Oh! Of all the nerve!" He jerked as another blow landed in exactly the same spot. "I knew you were a dipstick, but sexist to boot? Talk about low!"

His eyes roamed about the room in search of his elusive enemy. "Speaking of dirty pool, doll, suck on THIS!" The Goblin reached down to pluck a gas grenade from his satchel, and it was only then that he registered the sudden lack of weight on his right side.

"WHAT THE…?" Looking down, the demented genius was surprised to see his arsenal falling towards the floor, its shoulder-strap burned clean through from the Wasp's successive shots. He made a desperate grab for it, but his continuing flight had already pulled him well beyond reach. Banking back around, the Goblin was further enraged to see Beetle swoop in and grab his satchel. The crimefighter wasted no time and proceeded to fling it out the broken window. His mechanically-enhanced strength saw the bag disappear somewhere in the middle of Central Park.

"I'd tell you to powder your nose," and the Goblin glanced over to see a triumphant Wasp hovering beside his ear, "but you seem to have lost your makeup kit. What's a girl to do?"

He made an unsuccessful grab for her, and she let him have it in the face before flying out of his range giggling. Wasp then aimed at the glider in the hopes of depriving him even further. Her shot made the thing wobble, causing the Goblin to reel in his stirrups, almost losing his balance but managing to right himself in time. A blast from his gauntlets forced her to perform evasive maneuvers.

When the Goblin's cowled head came up a smoking hole had been burned in his mask. There was now also a much more vicious look on his face than before.

"Girly," the maniac rasped, "I'm going to rip you to bloody _pieces!"_

Beetle took this opportunity to fling a table at him, which the Goblin batted aside with a roar. A double blast from the criminal's power gloves then blew her ally through a wall.

The Green Goblin tore off in pursuit of Wasp, howling insanely.

* * *

"Please do not run," Ultron-5 corrected his striving, screaming charges. They were reacting poorly, and the recent addition of a dozen more humans with weapons didn't seem to lessen their distress. "There is no need to panic. You are safe. Please do not run."

The last of them had almost made it out. His fellow overseers, the redheaded female and the loud male, were now conducting the escapees further down the hallway. He remained at the rear to see to the final few. "There is no need to panic…"

"_Girly, I'm going to rip you to bloody pieces!"_

The recitation paused.

Turning his head slightly, the android observed everything that was happening. He had subtly monitored the entire battle up to this point, calculating the dangers as they were presented and judging whether or not to intervene. So far the deployment of two fighters had negated any attempts by their opponent to inflict damage upon Wasp. And judging by the enemy's current mental state, the likelihood of him doing her any harm before the Avengers arrived was highly unlikely. They would be here in under five minutes. This situation would be resolved in short order.

It did not change the fact that a threat had already been made. Suitable actions must be taken. He studied the enemy's flight. Charting the terrain. Calculating. Waiting for the precise moment.

"Please do not run. There is no need to panic."

Quick as a flash Ultron-5's cranium rotated about, and a small burst of red energy shot forth. His head came back into position without bothering to see the blast connect with its target. The whole procedure took less than a second. None of the nearby humans even noticed.

"You are safe."

* * *

Wasp fled through the air with her irate pursuer close behind. There was a certain comfort in knowing that he wasn't concentrating on any of the remaining helpless victims.

"DEAD! NOT ALIVE, BUT DEAD! DEAD! _DEAD!"_

On the other hand, being this nutcase's sole focus was causing the young woman to wish her friends would get here soon.

She flew low over some tables, and the Goblin smashed right on through them, apparently unaware of anything in his path. Geez, this guy was _strong! _Not to mention tough and batty as a belfry by now. None of her attacks fazed him at all anymore, and Beetle hadn't seen fit to rejoin the battle yet. She was on her own for the time being, against a formidable opponent only slightly slower than herself.

Wasp's heart was going fast as a hummingbird's wings as she evaded another attempt he made to grab her. She flung a storm of bio-blasts in her wake, to no effect. Further crazed imprecations fell from her pursuer's lips. The only remaining recourse was a full-power bio-beam. Problem was a shot of that power could maim or kill him. Which meant her target had to be that stupid flying doohickey of his. Much harder to hit. Can I do it without striking him too?

He was chasing her towards the center of the room now. An electrical blast coursed by her and decapitated the ice sculpture. That settles it. Okay, don't panic, you can do this. A white glow emerged around her clasped hands. Turn, aim, shoot. Turn, aim, shoot!

With a boom, the glider erupted in a red flash.

Wasp zipped out of the way, startled. Wait a minute, I hadn't even…! Her pursuer gave a yell and went flailing helplessly through the air before she could complete that thought. To her horror she realized he was headed on a direct course for the golden spear held in the statue's grip!

Everything seemed to be happening very slowly to her eyes. Janet actually stretched out an arm in a desperate attempt to save him, but there was no stopping what came next. When the tip of that ornamental lance entered the man's belly, time restarted in a shower of blood droplets that went past her face, leaving the Green Goblin hanging impaled on its length. Janet screamed once, covering her mouth with both hands.

A blur of red and blue shot through a broken window and landed on the ceiling. "Hey, gang, it's your Friendly NeighborhooOLY CRAP!"

Too stunned to speak, Janet looked up to find Spiderman hanging up above her head. The webbed avenger dropped down to land on the ice sculpture's shoulder. He crawled forward a few feet and stared at her spitted adversary for a few seconds.

"Holy… CRAP!" His head then jerked over towards Janet. "Wasp, what did you _do?"_

She stammered, almost in tears. "I didn't… I don't know, it must have been…!"

"AH-HAH! Spiderman! You wall-crawling menace, I always knew you were a monster!"

Both superheroes looked over to see J. Jonah Jameson storming towards them through the wreckage. He was brandishing what looked to be a chair leg in one hand like a weapon, flaring eyes fixed on the long-standing object of his venom. "So you've finally stooped to murder, have you, Webslinger? There's no wriggling your way out of it this time! The truth will finally be known! Somebody get a picture of this, where's Parker? Parker, where are you! You're never around when you're needed!"

"WHAT?" Spiderman screamed in outrage. "Hey, no way, old man! You are NOT going to pin this rap on me! I mean…!" He gesticulated futilely towards the spitted supervillain. "He was like this when I got here!"

At that point the sculpture's arm broke and the whole thing fell to earth, taking the Goblin with it. Jonah looked up from this with a livid expression. "Of all the NERVE!" the newspaper editor roared. "Caught red-handed, and you actually think that flimsy excuse will work on ME? I've never heard a more self-serving lie in my life!"

Spiderman leapt down to join them. "I'm _innocent_, you old bullhorn! Tell him, Wasp!"

"Jonah, it's true!" Janet had resumed human form by this point. When Jameson looked about to go after the protesting superhero she intervened between them, arms held out to her sides and face worked in frantic appeal. "Please believe me, he didn't do anything!"

"Don't try to cover for him, Miss Van Dyne!" The frenzied journalist was sweating as he sought to get around her, but she moved to block him at every turn, so that he was forced to simply wag his club over her shoulder. "Your compassion is wasted on scum like that!"

"Say WHAT? Scum like ME? I'm not the one who routinely hires supercriminals to go on rampages just to satisfy my personal grudges, _am_ I?"

"WHY YOU-!"

"BRING IT! C'MON, BRING IT, FLAT-TOP!"

"Wow," Beetle murmured as he strolled past the arguing trio to crouch beside the fallen Goblin. He poked him experimentally. The man shuddered, at which point Beetle glanced up at Jan. "Nice work, lady. Didn't know you had it in you."

"I did no such thing!" she yelped, standing betwixt the arguing pair with a hand pressed to each of their chests. Was the Goblin actually _not _dead?

"That's right, it was Spiderman's doing!"

"You're a disgrace to journalists everywhere, Jameson! Beetle, what in blazes are YOU doing here?"

"Nice to see you too, Spidey," the armored fighter responded nonchalantly as he rose up. "I was out patrolling and caught sight of your playmate here puttering around the city. Tried to take him on my own, but he put up more of a fight than I expected. The guy's almost as strong as you, in my professional opinion." At his feet, the Goblin coughed up blood. "Well, maybe I should say _was _as strong as you."

With that Janet had her fill. She shoved the two men away with all her force, causing them to stumble while at the same time cutting off any further argument. "All right, that's enough! In case you haven't noticed, that guy is still alive! But he won't be for long if we don't get him to a hospital quick! I need a volunteer!"

"Miss Van Dyne?"

Several of them gave a start as Ultron-5 came walking up. The robot stopped beside her with arms laced behind his back. His voice had reverted to that inflectionless cadence he normally used. "With your permission, I could see that the injured party receives suitable attention. I have already determined the closest medical facility, and can fly him there at once. It would be my pleasure."

"Wait a minute, I object!" Spiderman declared. He stalked forward to glare up at the much taller Ultron. "Who is this guy, anyway? I get a bad vibe just by looking at him! I should be the one who takes the Goblin out of here, I'm the fastest!"

The Beetle snorted scornfully. "Out of here? More like take him out, _permanently. _I know exactly how much grief this goof has caused you, Spidey. And you expect us to believe that you won't decide to take the scenic route, or that you won't _accidentally _let him slip when you're both fifty stories off the pavement?"

"Oh, screw you, Beetle! I have uncanny clinging abilities, he couldn't slip even if I wanted to…" The wall-crawler threw up his hands. "You know what, forget it! As far as I'm concerned, you're still a bad guy, that speech proves it, and I'm taking you down!"

"Ahem."

Now everyone turned. Standing in the open window was Iron Man, with Thor floating at his back. Behind them Captain America shared a hoverbike with Hawkeye. They all looked a bit uncertain of what to do.

The front of Stark's helmet slid open, and he regarded them with a bemused air. "I'd love to hear all the details about tonight, but I think the guy in the puddle of blood takes priority at the moment. Can I suggest we let bygones be bygones until that's taken care of?"

"Guys!" Wasp breathed gratefully. "I'm so glad you're here!"

Beetle interrupted her. "Hey, Avengers. Guess what? Wasp here gutted the Green Goblin!"

She was too tired to correct him. Instead all Jan did was mumble, "Can one of you take him to a hospital, please?"

"Aye, Wasp," Thor pronounced upon seeing her stricken face. "Your wish is good as done." The Asgardian glided in to hover over the shuddering sociopath. Exercising deceptive care he broke off both ends of the golden spear still lodged in Green Goblin's belly. With supernatural grace Thor then lifted the much smaller man in his arms and floated up. "I shall bear him to the healing house where Jane Foster currently toils. She shall see to your enemy's wellbeing."

"Thank you!" And she meant it. For all that he probably deserved it, Wasp had no desire to see the Goblin dead. With a final nod the Thunder God swept back out into the night along with her fallen foe.

Stark crossed his arms and glanced sharply between the remaining group. "Would somebody mind explaining what happened?"

Very good question, Janet pondered. How did the Goblin wind up that way? I was going to shoot, but didn't get it off in time. Can anybody tell me what…?

A flash of inspiration hit, and she rounded on Ultron-5. "Ulfie, you have recording features! Can you tell us what caused the glider to break apart?"

To her dismay he shook his head a little. "I regret to inform you that I had my back turned to the battle at that time, Miss Van Dyne. There is no visual data available of the event in question."

The disappointment this revelation engendered in her was evident for all to see. Hovering outside, Captain America glanced down towards the street far below. Faintly the sound of sirens could be heard. "The police are here," he declared. "We had better decide how we're going to deal with this situation."

Spiderman saluted smartly. "I'm out. Ol' Web-Head's taken enough flack tonight. Time to hit the hay." Before anyone could object he turned and dove out of the hotel, sending a web-line to go swinging around the side of the building until he was lost to sight.

While Jameson was demanding they chase after him, Janet sank down to sit on the floor. The smell of blood and smoke still hung heavy in the air. It turned her stomach. Desperately she wished Henry could be here right now. Even if he couldn't have helped, his presence was sorely missed.

A cold hand came down on her shoulder, and she looked up to find Ultron-5 bending solicitously over her. "Miss Van Dyne. You are not well. Would you like to leave now?"

Only Ulfie would consider that to be an option. She knew better. "I can't," Janet sighed in a defeated tone, resting her head on her upraised knees. "I have to give my report to the police about what happened."

They were all looking at her now. Oddly it was J. Jonah Jameson who spoke up, and in a gentle manner so unlike his normal gruff tones. "Listen, Janet, you've clearly been through a great deal tonight. Maybe it would be for the best if you went home and got some sleep. I'll give my account of the events along with everyone else, and this Beetle character will too if he knows what's good for him." He directed a pointed look at the only non-Avenger costumed crusader present. "Isn't that right, _Abner Jenkins?"_

"Oh, say it like it's a big secret or something," the inventor muttered. Then in a louder voice, "Yeah, sure, what he said. Take the night off and clear your head, kiddo, you can tell the boys in blue what you know come the morning. Who knows, the Goblin might still be alive by then?"

Hawkeye snorted. "Yeah, you care. That's so obvious."

When nobody objected, Janet looked between them, considering her options. This day certainly had been an emotional rollercoaster. Sleep might be the best thing for her. And any unanswered questions could wait until tomorrow. Okay, admittedly, I'm not putting up much of an argument against fleeing into the night. But hey, at this point what's the harm?

"Okay," she decided.

"It is settled then." A second later, she was surprised to find herself being scooped up into Ulfie's arms. There was no time to protest or explain this to her colleagues before the two of them had rocketed off.

Unbeknownst to any of them, a hidden camera continued to record everything that had taken place that evening.

_To be continued…_


	5. Interfering

First Wasp and her eerie escort flew off. A few minutes after that, Iron Man and the rest of the Avengers hit the bricks as well. The Jolly One spent a minute flapping his gums about something, probably looking for yours truly. And when that was finally done both Jameson and the Beetle went waltzing out together.

Bye, you happy kids! Don't go building any Spider-Slayers together, now!

Spiderman scanned the empty ballroom through a set of tiny binoculars. At long last the place was deserted. After making certain of this, the wary watcher left his hiding place atop a nearby skyscraper and swung back to the Mandarin Hotel. Better move fast, any moment the place would be crawling with cops and, even worse, S.H.I.E.L.D. agents. Looking to pick up Gobbie's weaponry and analyze it, no doubt, see if they could make it work for justice. Fat chance, fellas. The glider's gone, and besides that there's only the razorbats. He had already retrieved the bag of tricks Beetle flung into the park, so that was nothing to worry about. Wouldn't want any mischief-makers falling into the wrong hands.

Speaking of which, there was one other bit of technology he wasn't keen on anybody locating. With that the arachnid avenger swooped in through a window and made his way to the back of the hall. To his immense relief the damage from tonight's battle hadn't reached this spot.

"Next month's rent, here I come!" he sang.

Plucking his camera off the table he had webbed it to earlier, the Amazing Spiderman permitted himself to feel a certain measure of giddy relief. Okay, so far this evening, I've scored points with a smart rich super-babe, pics that will pay off my bills, and there's one less name on my 'List of People Who Make Spidey Sad'. Granted, that last one I shouldn't feel happy over, but doggone it, he had it coming! Not like I had anything to do with tonight's serving of shish-ka-Gob (Hey, that's clever! Should see if Mr. Robertson will make that tomorrow's banner headline, I might get paid extra). All in all, this night had actually been pretty good to ol' Spidey.

Guess now I had better resume my civilian identity before anybody starts to miss me.

Ten minutes later Peter Parker entered the lobby crowded with police and hotel guests. He immediately caught sight of Jonah Jameson off talking to a detective. The boss seemed to sense his arrival and turned a look filled with ire his way, as if demanding to know where he had been. To ameliorate the damage Pete hoisted up his camera and tapped it excitedly. Jonah narrowed his eyes but gave a curt nod of approval. We'll see if that good humor lasts once I quote my price for these.

Peter dutifully began snapping shots of the aftermath. Obviously he had to make up a story about cowering in the background during the fight taking pictures from behind cover. Prior experience left him pretty good at that, so no big deal. What to do once he had finished giving his statement? For starters, he'd best see about finding out where Thor took the Goblin and learn if the guy was still breathing. He had been too stunned at the time to think about checking under the mask, but if he could manage to get the first official shot of the Green Goblin's real face somewhere in or out of surgery, that would be just the cherry on his pistachio ice-cream sundae!

No doubt about it. The photos he had here were going to make a lot of people happy.

* * *

"Ulfie? Where are you taking me?"

Owing to her abilities, Wasp had a pretty good idea of the city's layout from a bird's-eye view. However, that was during the daytime. And with her mind still on the events of the last half-hour, she hadn't bothered to question the direction they were headed. But now she had finally noticed they weren't on the way back to Avengers Mansion.

"To your penthouse." She had laced her arms around his neck at some point. It wouldn't matter if he dropped her, but… well, it just felt natural in their current position. Maybe because of this Ultron-5 didn't look at her when he responded. "Tonight's activities have put an unnecessary strain upon you. Rather than the mansion where you might be approached or disturbed by your colleagues, it is best that you rest in a private setting."

Personally, Janet would have appreciated some company. The night air was cold, and a chill of a different kind wouldn't let her go. She couldn't forget the sight of that man skewered like a worm on a hook… grisly. Another human being's warmth would certainly have been appreciated right now, and she almost told Ulfie to alter his course.

But giving it some thought, it dawned upon her that she really didn't want just anybody's presence right now. She wanted Henry, so hard it made her chest ache. Tears formed in her eyes which Wasp quickly wiped away. Doesn't matter anymore that he blew me off. I _want_ Hank now, to hear about what happened, let me cry it all out if I want, then show me some concern and try in his own silly way to make things right. Even if he hardly ever knows the right thing to say, the fact is he always makes the effort. That more than anything shows how big his heart is. I really love him for it, honest I do.

Problem is I can't have him right now. And if that's the case then there's no point in looking for comfort from anybody else. I'd rather be alone.

Therefore the tired socialite didn't object to their destination, only allowed Ultron-5 to speed on through the night. In just a few minutes they had reached the Manhattan high-rise Janet had called home up 'til moving in with her teammates. Her ride alighted on the balcony, his jet-boots causing the exotic flower fronds to rustle.

Janet had expected him to put her down at this point. Instead he didn't hesitate in stalking over to the glass patio doors. There was an electronic keypad to permit entry. Since her lifestyle often demanded she change clothes in a hurry, Jan had made sure she could enter her home without having to resort to a street-level trip and an unnecessary elevator ride. Just as she was about to tell him the combination, the lock blinked green with a satisfied beep.

Well, that's weird. Probably Hank gave him the code, she decided. Ulfie gripped the door handle and slid it open, stepping inside. Only then did he finally consent to setting her back on her feet.

She took a few steps into the apartment. The room was dark. All the same, why did it look so unfamiliar? It hadn't even been six months since she joined the Avengers. The place seemed clean thanks to a diligent maid service. All her furniture remained in the same location as before, the paintings were on the walls, although the books and movie collection had been rearranged slightly; yet somehow it just didn't feel like home anymore. Guess the old saying about where the heart is remains true.

Well, no sense getting mopey. Best thing now is to relax. So resolved Janet sank down on her plush white sofa with a resigned sigh.

"What a disaster. I was expecting things to get heated up, but not like that!" She gazed glumly at her shadowy surroundings. "I only wanted a fun night out on the town free of supercriminals. Was that too much to ask?"

She heard the patio door close. "I regret this evening did not go according to your designs, Janet."

"That's putting it mildly," she huffed and blew out her bangs. "In _my _designs, I planned to leave every guy in that ballroom with their tongues on the floor before dragging Hank someplace private. Or maybe the two of us would just shrink down and go at it under a teacup! Wouldn't that surprise somebody once the coffee got served? Instead Green Goblin got more shaft than me! Not that I'm complaining, mind y…"

A thought suddenly came to her, and Wasp swiveled around to regard her escort. "Did you just call me 'Janet'?"

Ultron-5 turned back around. "Yes."

"Ummmm… whatever happened to 'Miss Van Dyne'?"

His head tilted up slightly. "During the party, you permitted several people to refer to you in a more personal manner. Felicia Hardy. Jonah Jameson. Peter Parker. You did not question their doing so."

How to phrase this? For some reason that just felt wrong. "Well, yeah. I mean, I've known those people for ages, they're friends! It's only natural."

"You have known me since my creation," he stated.

"I… guess that's true, but…"

"And you have stated on several occasions that you and I are on close terms. After everything that we have gone through tonight, a greater degree of intimacy between us would not be considered inappropriate. This is what my given understanding of human relationships dictates. Does that not apply in this setting?"

Her brain felt like it was in a whirl. Too much to take into consideration right now. Finally Wasp turned away with a tired wave of her hand. "It's fine. Do whatever you like."

Ulfie spoke from behind her. "Have I offended you in any way?"

"No, Ulfie, you're great," she sighed heavily. "I'm just not at my best right now."

"Shall I turn on the lights?"

"Nah." Wasp put her head in her hands, feeling more and more disgruntled. "Just leave it. A moonlit room is the closest I'll get to romance tonight, probably."

"I understand."

They were both quiet after that. Jan felt the silence acutely. What this place lacked was life, something Avengers Mansion had in abundance. And that owed entirely to the occupants. She found herself missing Hawkeye's wit, Cap's honest warmth, T'chala's surprising empathy; heck, even Hulk's grumblings would have been welcome now. Anything beat being all by herself.

Without warning a pair of hands came down on her bare shoulders.

The young woman flinched in surprise and jerked her head around. In the gloom of the empty apartment, Ultron-5's eyes burned like hot coals. His grip was shockingly cold, and Wasp got the weirdest impression then. For some odd reason she felt threatened. Without thinking Janet swiftly leapt up, whipping around to face him. "What are you _doing?" _she demanded in a ragged voice while rubbing her arms to dispel the chill of his touch.

Ultron-5 remained with hands outstretched towards her for a moment. Then they dropped to clasp behind his back, and once more he stood at attention. "Physical contact is important in a relationship. It provides a show of comfort and support when one is most in need."

"We don't _have_ a relationship," she replied. Immediately, however, Wasp regretted her words and strove to rectify them. "I mean, in one sense we do, but in another…" That train of thought trailed off. When he continued to watch her closely, Janet fidgeted and at last blurted out, "Your hands were cold, that's all."

He seemed to consider this. "There are currently no means at my disposal for regulating the external temperature of my exoframe. However, it would be possible to integrate a design into my systems that would allow for such a procedure to take place."

At this display of his earnest willingness to please, Janet couldn't help but laugh. "Ulfie, you are too much." Reaching forward she placed a friendly hand on his arm. "Don't give yourself a tune-up just for my sake, big fella. Besides you know what they say: 'Cold hands, warm heart', right?"

Ulfie didn't move, but she got the distinct impression the awkward moment between them had passed. Now would be a good time to call it quits before they wound up spooning on the couch. "Hey, listen, I'm feeling pretty tired now. I think I'm just going to go to bed."

"Of course, Miss Van Dyne," he stated. "I will return to Avengers Mansion to inform the others of your condition. Afterwards I shall make sure Dr. Pym also learns of tonight's events. Please sleep well." He bowed and turned back outside.

"Ulfie?"

The robot paused.

"Just Janet will do." And with that she walked off to the bedroom. "Goodnight."

He watched her in the reflection of the glass until she was out of sight.

"Goodnight, Janet."

* * *

Henry had spent the first hour after he woke fiddling with his helmet and any other available tech on his person. At first he believed this situation wouldn't last; any moment now one of his loyal Ultrons would come by to open the door and let him out. It was some kind of trust exercise, at worst a temporary malfunction. He would rewire his communication setup to contact them and the matter would be swiftly resolved.

This was not the case. Someone had thoroughly disabled the helmet's linguistic properties to prevent him from seeking out aid. And there was no sign of any help forthcoming. When none of his efforts proved helpful, Ant Man finally gave up on this avenue. He was as much a prisoner as any other person in this facility. Therefore he must think like a prisoner.

Henry Pym lay back on the Cell's mattress and gazed up at the ceiling. Only a handful of hours asleep, but already he was starting to think much more clearly. There was currently no doubt in his mind that Ultron-5 had rebelled against him and taken its brethren with it. Certain memories were sticking out in his head, and viewed from his current position, they were beginning to take on a very disturbing pattern.

"_Should you for any reason fail to achieve your objectives, rest assured I will succeed."_

It sounded like a dismissal. As if Ultron-5 was disregarding his efforts in favor of its own. Almost… scorning him! And the way it kept altering his schedule this past week, having him move from one project to another with hardly any rest. What if it had been _trying _to keep him off-balance, not thinking straight? Even the way it consistently plied him with coffee had a sinister aspect, providing an artificial stimulant that disrupted his normal sleeping and thought patterns.

But if his creation really had experienced a short in its programming that caused it to act out like this, why hadn't it taken further action against him? The whole process seemed roundabout to his mind. No real direct action. Almost as if…

Wait! Of course! Even if its cybernetic brain has gone awry, certain programs built-in would prevent it from engaging in rebellious behavior past a certain point! It might overstimulate me with caffeine, but it couldn't outright poison its maker. Any more than it could bash my head in while I slept! The Ultron series was designed to protect and serve, kind of like a police officer. Or a prison warden. This behavior right here was further proof. They could have manhandled him into this Cell. Instead the Ultrons tricked him into walking in of his own volition. And in place of the particle-suppressing gas, they need only pump carbon monoxide in and suffocate him to death. But none of them had made any attempts on his life.

I'll probably know for sure in a little while. It's almost time by my estimation. That being the case, they should be about ready to…

A small hatch at the bottom of the door slid open, and a steaming microwave breakfast slid into the room.

Pym smiled to himself. Yes! Hypothesis correct! Even indirectly, the Ultron series remained incapable of intentionally hurting him! They _couldn't _let him starve or be harmed in any way. Already a plan had formed in his mind. When Mandrill was injured in his fruitless attempt to escape earlier, the robots had seen to his care. Their protective features must not have been completely disabled. So if he managed to hurt himself, then they would be compelled to offer him medical attention, which meant taking him out of here! That means I can play upon their built-in reactions, and once I'm removed from the Cell it should be a simple matter to break free and correct this error!

With that in mind, he just had to wait for the next time they brought him food. So resolved, Pym settled back and started developing theories on what could have wrought this catastrophe. Let's consider the possibilities.

The first signs of difficulty in Ultron-5 might have been so slight he didn't even notice anything at the time. That would make sense. Could it be that the android was developing itself? Building up its mutiny by stages? It was based upon a human thought pattern, after all. That did allow for the possibility of self-improvement. But his programming blocks should have prevented any such thing from happening. What could have set it off?

The only possible explanation was outside interference. He himself had altered their collective consciousness recently, to recognize the possibility of violence. With great misgivings, I might add. That had to be the trigger point. Everything must have built off of his regrettable lapse of judgment. Perhaps an encounter with Kang's tech had exacerbated the problem. But even this reasoning could not explain the present behavior. To actively go against the will of their creator would require some manner of…

The emergency designated user code.

Of course, how could I forget? The one that allowed for select individuals to override Ultron's basic command codes in the face of extraordinary situations! The roster was limited to himself, Jan, recently T'Chala, and formerly Tony Stark. That last had been deleted following their dispute regarding Ultron's military applications. So either Janet or Panther must have done something which led to a malfunction in Ultron-5's systems. The end result was his current predicament. Still, it was incredible that his invention could have progressed so far beyond its original design! As odd as it may seem to admit, he felt a certain measure of pride at Ultron-5's achievement. Once this was resolved he would definitely spend more time researching the issue. Actually, he hadn't really done much by way of his robots lately. Could that be what all this acting out stemmed from? A feeling of abandonment on the part of the Ultron series? Resentment of his other works? Like he couldn't be bothered to attend to their development anymore?

Could Ultron-5 be behaving like a child desperate to attract its parent's attention with poor behavior?

He looked around the room while considering the issue. This really was an ungodly place to put someone. Having been in this boring pit for several hours now, and forced to used that toilet-hole-in-the-ground at one point, it occurs to me that this might be too cruel and unusual a punishment. Maybe Reed Richards had an ulterior motive when he helped me design it. I know it's unworthy of me to think it of a fellow scientist, but considering all of the abuse and suffering he's endured at the hands of Dr. D…

Wait a minute.

Henry craned his head, looking all around the room from top to bottom.

Come to think of it, wasn't there supposed to be a layer of adamantium included in the final stage? They rebuilt it so thoroughly. So why isn't that present as well?

What happened to the adamantium?

Let's think of the possibilities.

* * *

Jan was tired, distracted, and emotionally worn out. Under normal circumstances she should have had no trouble deciding what came next: plop on the bed and be out like a light in ten seconds flat. Instead she found herself staring fixedly at her big comfy queen-sized mattress and wondering why it looked like someone already beat her to it.

"Who's been sleeping in my bed?" she asked the empty room, letting a suitable amount of annoyance and accusation flavor her tone.

The Avenger glanced about her lightless confines, picking out other telltale clues besides the rumpled covers. There was a half-eaten package of cookies on the bedside table. _Some_body was also fond of music judging by the amount of open CD cases by her home entertainment system.

A slight shuffling came from under the bed. In a flash Wasp was six inches tall and ready to rock. The room was lit yellow by the glow of her powered-up stings. She leveled both barrels at the floor and declared, "You don't want me to come in after you. Get out here or prepare to be zapped!"

"Please don't shoot!" a girl's voice whimpered. Then to the heroine's shock something long and flat came snaking out. It resembled nothing so much as a cardboard cutout of a human being. While Wasp was digesting this uncommon sight the whole thing abruptly gained in terms of three-dimensionality, until crouched trembling before her was a beautiful teenage girl. Her long luxurious hair boasted several different stripes in pastel pink, blue and yellow. More astonishing than this was the way these highlights continued in lines across her face and down the rest of her body. It was most certainly not makeup. Her uninvited guest had on a white negligee Janet immediately recognized as her own. But more surprising than this was the fact she also knew this person.

"Tommy?" the Avenger gasped in amazement, coming back to normal size.

"H-hi, Miss Van Dyne." The girl managed a timid smile before quickly reverting back into quivering fright. She said not a word more, for which Wasp was glad. It was weird enough finding this old colleague in her home. They had met only briefly before, but she was in no danger of forgetting. A certain talent agent she knew had introduced young Tommy as a potential model for one of her business' spring fashion lines a few years back. Janet remembered the name easily enough because upon first hearing it she had naturally assumed they were talking about a guy.

More than an unusual handle ensured their first encounter would be memorable. Her friend the agent had made certain Janet knew Tommy was a mutant, capable of flattening her body to dimensions redolent of a piece of paper. It was part of his practice to find work for that particular segment of the population. Certainly the young model's natural looks made for a lovely and striking canvas, and Jan had been more than willing to accept her services. Trouble started soon after that. Another modeling agency learned of Tommy's heritage and threatened to pull their girls from the gig if she wasn't dismissed. This led to a small matter of lawyers and breach of contract accusations, not to mention the issue of basic human freedoms as defined by law. On top of that, Tommy had registered under a nom de plume and refused to give anything like a last name, much less an address. So the matter of who to cut the check to came under question.

Ultimately Janet won out in every aspect but one. Her lawsuit against the modeling agency forced them to fulfill the terms of their agreement, but she graciously let them off the hook by firing them and refusing to hire anyone under their auspices again. The spring issues of several department stores featured a girl with angelic multicolored features. Tommy, however, was long gone by that point. She couldn't bear the attention this fiasco had brought her, some of which included the threat of bodily harm by certain anonymous cowards who chose to send in their written opinion about a topic that didn't concern them in the slightest.

The whole affair had left Janet Van Dyne utterly disgusted with a great many people in her city. Not wanting to have things end on such a sour note, she had sought out Tommy personally on her last day of work and offered the poor thing cash money for her services along with a reminder about not knuckling under to the worst of society. She also gave Tommy her business card with Janet's home address written on the back and insisted the girl contact her should she ever need help.

"Tommy," Janet repeated, kneeling before the waif who shivered like a panicked fawn. "Geez, when it rains it pours! What are you doing in my apartment?" She glanced around and added, "Or maybe I should ask how _long _you've been here?"

"I'm really, really sorry, Miss Van Dyne," the fair-haired mutant gabbled so fast it was hard to make anything out. "I came to see you, but you weren't around, and I thought it wouldn't hurt if I came in and waited for you, so I slid under the door thinking you'd be back soon and I could explain things but you never did and I didn't know where else to go, I could tell you still lived here and everything, I never would have stayed this long except when it happened there was a huge anti-mutant swing and I've been too scared to leave and…!"

"Whoah." Jan took ahold of the fragile shoulders and squeezed them slightly, hoping to force some calm into her. "Just dial it back a bit. Now, to start things off, I'm not mad at you. I promised to help you before and that offer still stands. Nothing's going to change that, even if you have clearly been raiding my fridge and…" She leaned forward and sniffed a little. "Is that my perfume you're wearing?"

When Tommy looked ready to bolt from the room Wasp quickly moved to prevent this. "Never mind, it's not important. I can tell you're scared, so why don't we go into the living room and get comfortable. Then you can tell me everything, okay?"

The blushing beauty nodded in acceptance of this resolution. Both women got up and made their way back into the spacious living area of the apartment. Before the revelations could come Jan decided they both needed ice cream. Even if it wasn't the precise definition of a slumber party, the time of night and circumstances made such frozen treats absolutely essential. She hardly dared to admit it was intended to help her own frazzled nerves as much as Tommy's. Judging by the contents of the freezer, her guest had already sampled most of the flavors. Janet always arranged for nonperishable groceries and other necessities to be delivered to her apartment in spite of her absence from it. Never knew when you might want to drop on by, after all. This explained how her houseguest had managed to camp out for as long as she had.

Five minutes later saw the two of them sitting cross-legged on the sofa. Tommy was nursing a bowl of rainbow sherbet, while the other woman had a tremendous amount of Double Chocolate Decadence drizzled with chocolate sauce and sprinkles of similar provenance. Might as well go all out. She had also taken a few seconds to head back into the bedroom and slip out of her evening gown in favor of a chic but simple velour bathrobe.

Now thoroughly blessed with creature comforts and feeling a good deal more capable, Wasp scooped up a great spoonful of cacao goodness and popped it into her mouth. She spoke around the sinfully good taste. "Mmmm. That's the ticket. Alright, go time! What's the deal?"

Tommy nibbled her confectionary with considerably less zeal, her eyes darting between the shafts of moonlight falling through the windows. "I wouldn't have bothered you like this, really. You were so good to me before in spite of everything, and I didn't want to be a nuisance. It's just…" Her face clouded over, looking unbelievably haunted. The next words came out in a whisper. "Things haven't been so good for me lately."

"You should have come sooner," Wasp pointed out. She took the opportunity to examine up and down the girl's slender frame. There was a noticeable decrease in her weight since last they had met. Models weren't known for packing on the pounds, but Tommy looked as if she had missed quite a few meals over the past two years. Good eating recently still couldn't hide that. An unfamiliar pile of white clothes back in the bedroom looked to have been put through rough use. Right then it became clear that something serious needed to be done in this situation.

But first Janet had to know just what was going on. "So, you were saying?"

"Um, well, a little over a year ago, I started living with some… friends." The way she emphasized that made it clear this was a volatile topic. "Yeah, so anyway, they're all mutants. And I'm safe with them, you don't have to worry about that! But it's hard, living down… down there."

Tommy resembled a mouse in the way she tucked up in a ball now. Another taste of sherbet got her mouth working once again. "What I mean is, we take care of each other. Not everybody's nice, but Callis… I mean, the lady in charge says it's not a nice world, so we have to be ready for it. I can't say I really enjoyed some of the things we had to do. Worse stuff happened if I didn't, though. Mutants… I mean, being a mutant nowadays, trying to get work or even a place to stay… it's no picnic either."

Janet studied the dispirited teen before her. Tommy had always been a little timid, certainly not what you might call brave. It was no big surprise to learn she had run away from things to seek shelter among others similarly dispossessed and disenchanted with society. The question still remained, though: why was she here now?

All of a sudden recent events sprang to mind. "Hey, does this have anything to do with the Latveria Proposal?"

Tommy's head snapped up, her pale lashes almost shooting into her scalp. "Yes! That's why I came to see you! Do you think you can help?"

"Help how?" A very unwelcome suspicion was growing in her heart, one she could only hope was wrong.

"I…" the downcast young woman set down her bowl and scooted closer, a pleading look on her drawn face. "I don't think I can take it anymore. Living in this country… it's not getting any better from what I can see. There's talk about mutants having to register with the government and weird groups popping up all over the place, either arresting you or demanding you join them. That's partly why I didn't try to go see you in Avengers Mansion, they say Tony Stark's got something to do with all that, and it's his place, I couldn't risk it. So when I heard… that Latveria's king wanted to give us all citizenship and stuff, I thought… why not?"

Current events had never hit quite so close to home. Janet found herself unable to finish her ice cream, and placed it beside the other bowl. "Tommy," she spoke slowly, "Look at me." When she did, the concerned multimillionaire drew a deep breath and continued. "Believe me, I understand how scared you are right now. I saw a little of what you've had to go through in your life, and a whole lot worse for other folks. Things are pretty bad, and mutants seem to be getting the short end of the stick more often than not. I never once thought less of you for running away from all this bad stuff."

"But Tommy," and she had to make this absolutely clear, "What you're thinking of doing could make everything you've ever experienced seem like heaven by comparison. I mean, you _know _who runs the show in Latveria, right?"

"Sure. Everybody knows. It's…" Here she hesitated, as if afraid to speak his name aloud. No need, really. It wasn't a very nice name.

Janet crossed her arms. "Okay. That's good. Shows you have some idea what you might be getting into. And if you've come this far, it must mean things really have gotten bad."

An expressive nod showed how right she was. It made her sick to her stomach seeing this girl so scared. For the first time in a long while, Janet Van Dyne felt helpless. She might be able to stand up to any number of horrific supervillains, but in the face of widespread bigotry and rampant weak-minded fear, such accomplishments seemed rather trivial. Not like she could zap every frothing racist who proclaimed their genes were purer than everybody else's. No amount of Pym particles would ever put a stop to stupidity.

And because of her countrymen's insistence on singling out sections of the populace to receive the blame for everything, this frightened young woman was thinking about putting herself under a grand mal maniac's thumb.

"Have you heard the news reports?" Wasp pressed, reaching out to take one skinny hand. "There's been a fair number of mutants who've done what you're thinking about doing all over the world. They go into their local Latverian embassy, and then nobody sees them again! There've been texts and tweets and stuff like that. Even a few phone calls, all of them saying everything's fine and there's nothing to be worried about, it's one step up from Eden there. But nothing like solid proof! No news or humanitarian agencies allowed inside the borders to try and get some footage of what's really going on."

"I once dated a boy… from Latveria," the mutant mumbled as she twined a strand of her fabulous hair between two fingers. "Not for long, but he was super nice, a college student at NYU, and he didn't care I was a mutant. He said his country's king gets a bad rap in the press, and thanks to him they don't have to worry about taxes or paying for their homes or even working if they don't want to! He said they're the most peaceful and advanced country on the face of the earth!"

"Tommy, you don't know this man." Janet felt like she was fighting a losing battle here, and was growing more and more desperate. "He's done things to people I know that would make you absolutely sick to hear it. And there's no reason to think that this business is anything more than another monstrous scheme to take advantage of mutants!" A sudden flash of inspiration came. "Hey, that boy you mentioned… whatever happened to him?"

Tommy wouldn't meet her eyes then, which told her everything she needed. "He got deported… or something. Called back home. Nobody could tell me why. I never saw him again." Without looking up she spoke in a much more determined voice. "It doesn't matter. I'm still going to try it. This is the only hope I have left! Please…" And here her face came up, tears carving tracks down those sweet colorful cheeks, "Please say you'll help me, Miss Van Dyne."

Just like that, the Avenger knew she was beaten. In more ways than one.

Rallying, she attempted to present a cheerful façade. "Hey, you know I've got your back! Always have, always will. So tell me, just what is it you need me to do?"

The girl relaxed visibly, a joyful smile lighting up every bit of her so that she verily glowed. "Thank you, oh, thank you! I mean, well…" She glanced uncertainly about once again. "You've seen the news reports, right? There's a mob of protesters around the Latverian embassy night and day. They're not allowed to get too close to the gates, but anybody who looks like they're heading over there, those people assume they're mutants and right away start screaming at them and getting in their faces! The cops don't even try to stop it, they say nobody's hurting anybody, and it's a matter of free speech, but I… I don't think I can face that. I'm scared of what they might do if they… see me." Here she touched her face and hair self-consciously.

"Sooo…" Janet drawled, "You're saying you want me to be your bodyguard? Just blast anybody that looks like they're coming towards you?"

"No! Well, I don't know… maybe? I just want to feel safe going in there, because I understand everything you said, I know what a dangerous thing this is I'm doing! I just don't need any added scares on top of that, because otherwise I'm sure I won't be able to make it. Can you… can you help me, ma'am?"

Wasp bit her lip and frowned. I shouldn't let her do this. I promised to help, but what are my options? There's support agencies I can call, or I could just set the kid up in an apartment of her own. Even give her a job with my company, no problem. But that's just avoiding the issue. This isn't really about money or a place to stay. It's more like feeling safe to walk down the street in your own country without somebody attacking you, physically or otherwise. Okay, this isn't helping. Much as I hate to admit it, the only real security this kid will ever see might actually be waiting for her halfway across the world in Latveria.

NO! What am I thinking, that's crazy! Don't do it, the Avenger wanted to scream! He's evil! You'll know when you meet him, but by then it'll be too late! Some guys you can tell they're bad just by looking at them. Although for some reason she found herself thinking of Ulfie then. If you judged just by appearances, he was definitely tops in the villain category. But however he might appear, Ulfie had never done anything wicked.

The thought offered her no real comfort. She stole another look at the pleading, teary-eyed girl who had been pushed into being a homeless indigent by her own nation. I don't think she even wants to live here anymore. But how can I in good conscience send her to that Balkan viper pit?

Well, if I do, it's not like that'll be the end of it. I'm not going to abandon her. One whiff of trouble and I'll be busting down His Royal Evilness' front door with a big can of Avengers whoop-ass! This fiery conviction was all Wasp had to cling to when she made her next pronouncement.

"You can call me Janet, Tutti-Frutti. Okay, I'll help you. And don't worry! I've got an idea of what we can do to make sure none of those crazy protesters come within a mile of us!"

As relieved as she was to hear this, Tommy couldn't help but be a bit worried by the wicked grin her old boss was now sporting.

* * *

Ultron-5 left Janet Van Dyne's apartment, stripping out of his unnecessary vestments as he did and allowing them to fall to earth. He then exited New York City, the North American continent, and finally the Earth's gravity well itself. The capability for space travel was only one of the enhancements he had made to himself. In under an hour he had reached his destination, a gigantic sword-shaped spaceship in low geo-synchronous orbit around this planet.

A docking port opened at his command. The cybernetic marvel flew in and waited for the chamber to seal, adjusting atmospheric pressure and air levels in order to compensate against the vacuum of space outside. When this procedure was complete he stalked towards an exit.

The doors slid open. Before him stood two S.H.I.E.L.D. agents hoisting heavy assault rifles. One of them stepped forward and leveled a menacing stare at the robot. "This is a restricted area. Present your authorization to enter Damocles."

Ultron-5 gazed steadily at the haughty-looking humans. "Here is my _authorization."_

His eyes glowed, and both of the guards' wrist-mounted computers beeped. They glanced at the screens. Then the first man gave a curt nod of acknowledgement. "You're clear. Go on ahead."

"Thank you." He strode by the guards without further conversation.

The layout of this epoch-spanning fortress remained clear in his memory. In no time Ultron-5 located what he sought, an information terminal. A compartment in his chest opened that allowed a winding snake-like coil to emerge. This appendage sped down and located a data port. Soon he was connected to the vessel itself. Any regular 21st -century computer would have been incapable of even beginning to process such complex formulae, much less the encryptions protecting them. Fortunately Ultron-5 was no mere machine. His artificial brain sought out weaknesses that existed in any manmade system. Experience also allowed him to disregard prior risks.

In under ten seconds of real-time manipulation he had accessed the ship's entire network, far more than his prior constrained efforts. Everything from the life support systems to temporal manipulation was laid out for his scrutiny. The sheer amount of information present proved significant even to his advanced cognitive abilities. History yet to occur and timelines that never existed, technology not even dreamt of by this stage of human evolution. It all came within the purview of his control. Were he so inclined, he could send this vessel back to its no-longer-existing point of origin. Every human from the current time period remaining aboard would then suffer an internal pressure shift of explosive proportions at being thrust into empty space so suddenly. Still, as intriguing as such knowledge could be in terms of future applications, at this moment only one thing concerned him.

Locating the data pertaining to time travel and its effects on human beings, Ultron-5 examined over 20 centuries of successful experiments, failures, and test cases. Applications he had hoped to find feasible now came entirely within the bounds of possibility. He needed only to test his hypotheses on a subject. Fortunately there was already one prepped and waiting at his disposal.

He was preparing to depart the electronic stellar highway when something caught his attention. It was only a minor displacement, but its structure stood out, since this particular dataset represented exactly what he was doing now: a forced entry into Damocles' systems. Another besides himself accessed this juggernaut? When? How? There was hardly any information to go by. The program had left precious little evidence of its presence. Extremely sophisticated, on par with if not superior to his own efforts. Who could be responsible for this?

Consulting the logs, the only viable info Ultron-5 could locate about his inquisitive predecessor was a rough time point. If he was reading this kernel of data correctly, the intruder had come aboard at almost the same time as the Avengers and himself a few months past. Was it possible someone had used their assault as a cover to slip into Damocles and discretely access its database?

An auditory and sonar scan of the surroundings informed him three of Kang's counterparts from the future were approaching his position. Not wishing to be discovered and have any unnecessary questions asked, the robot swiftly disengaged himself and left.

He had what he needed. It was now time to conduct the experiment.

The determined android exited this time-fortress, flying back towards the distant blue marble floating in its starry panorama. Many thoughts and ideas cascaded through his silicon-based brain as the approaching geography sprang into higher detail. Soon he was once more back in the United States of America, state of New York, New York City. It was still night in this part of the globe, and would remain so for several hours.

His trajectory took him straight into the Hudson. Several late-night streetwalkers and wanderers noted what looked to be a flaming meteor slamming into the river with a geyser of smoke and steam. Ultron-5 made a quick underwater voyage until at last locating the Quinjet exit. It opened at his command, allowing him entry. Moments later he rose up to hover over the aquatic hangar bay of Avengers Mansion's underground command center.

As always the security system automatically afforded him current footage of this base's entire layout. Only one of the facility's inhabitants were present at this level, that being the Asgardian Thor. He was presently engaged in attempting to divine the functions of a washing machine in order to attend to his blood-spattered garb. As for the surface-level building, Clint Barton was involved in a late-night conference with Tony Stark and Pepper Potts. No other Avengers were present anywhere. Briefly Ultron-5 listened in on the conversation.

"… glad I sold off all my Oscorp shares before word of this could reach the financial markets! Tomorrow's going to be a stockbroker's nightmare, from Hong Kong to London."

"I took care of it like you said. But Tony, couldn't this be considered insider trading?"

"What? No, Pepper, come on, be serious. It's more like… a financial bonus from superhero work! Getting to see who lies beneath the mask. Still, it makes me wonder how many other big-name industrialists in this country are secretly supervillains in disguise?"

"Probably more than you think."

"Definitely more. I've got unofficial S.H.I.E.L.D. wiretaps confirming it. And no, Stark, you can't have them! Now seriously, am I the only one who noticed Janet had a robot in a tuxedo with her tonight? I can take Pym blowing off Avengers business now and then, the guy does his best work in a lab. But sending an Ultron in his place on a date? He needs to get out of the Zone, it's making him buggy!"

"Hmm, I agree. I went to the trouble of building him a state-of-the-art lab here, and he hardly ever uses it! We should look into…"

Further analysis of this situation could wait. He only needed confirmation that no one would disturb him or even be aware of his presence at this point. In no time at all, Ultron-5 had entered the very same lab area just under discussion. He passed mammoth banks of supercomputers and high-tech equipment designed to alter the very nature of known matter. But it was no mere atomic process he sought.

At last the gleaming robot stood in a shadowy chamber. The lights were low, the only major illumination deriving from a glowing blue column. This beam remained at the center of numerous interconnected machines of various provenance. Some derived from this era, while most had come courtesy of the 41st century. All these jury-rigged components served a single purpose: keeping the motionless woman suspended in that beam from disappearing into the mists of time.

Ultron-5 remotely accessed the terminals and came to stand before the hovering form of Princess Ravonna, future bride of Kang the Conqueror. The information he had gleaned from Damocles allowed him to fully appreciate all the risks involved. Even so, his unwitting captive gave no sign that she was cognizant of anything taking place. A perfect state for his purposes.

The chronometric devices responded to his input. Alterations were made in the field surrounding Ravonna, causing it to gradually broaden out. In the process, the woman's image altered. Where once there had been only one princess, now a long line of identical sleeping beauties swept out from one side of the blue barrier to another.

Ultron-5 considered this. He made another adjustment. The row of females regrouped themselves. Now it looked as though there were an infinite number of princesses, receding back into the distance on either side of the one in front. Like the tip of a triangle. Or, from another vantage, the apex of a curve.

Yes. That was precisely what he needed. Time could be manipulated to such an extent, he was now more certain than ever. Without further ado the prime synthezoid performed calculations and implemented them at once. The recognized stress limits pertaining to his test subject were drawing ever closer. Briefly a warning alarm activated in an attempt to give alert to any and all of these happenings, but Ultron-5 aborted it before the signal could reach beyond this room. He was so close. The endless rows of separate figures were altering, the lines growing more fluid as they drew together. At last they merged at some indefinable point in the distance.

Contained before him in that field of energy was a circle of Princess Ravonnas superimposed slightly one over the other.

_-Halt. Desist all activities immediately.-_

Ultron-5 came about. Whether or not he was surprised at this interference was not in evidence, any more than one could tell if the culprit's appearance bothered him. For puttering towards his location was another robot. Its head resembled a television screen sporting antennae on either side, all attached to a tiny torso without arms or legs. Pixelated graphics resembling rudimentary eyes and a smiling red mouth were the only things on that black screen face. It floated above the ground, emitting a bubbling noise and little round light projections like smoke rings. This utterly pathetic example of robotics drew up before him, and Ultron-5 gazed on it without the slightest hint of camaraderie.

_-I am H.E.R.B.I.E., personal assistant to Professor Reed Richards.-_ the thing chirped at him._ -You are engaging in parameters of experimentation that have been deemed dangerous to the life of Subject: Princess Ravonna. Please refrain from committing further violations of safety protocols. Otherwise I shall be forced to contact the appropriate authorities.-_

The humanoid robot did not respond. Instead Ultron-5 turned back to his studies, completely ignoring the other automaton. A noticeably brighter glow was coming from the temporal stasis beam, and Ravonna's images flickered rapidly.

Behind him, H.E.R.B.I.E. gave a series of swift bleeps and whirs. Without warning the rudimentary facial features it affected grew dim, eventually disappearing altogether. Then something much more well-defined came up on that screen. It looked to be a human physiognomy of distinctly Asian origin, alight with what could only be called cruel glee.

_-At last!- _this new entity crowed. _–At long last, a suitable body presents itself! Now I, Doctor Sun, who have long lain inert within this utterly contemptible vessel, shall transfer myself into your superior chassis! And wielding your raw strength combined with my matchless intelligence, I shall RULE THE WORLD!-_

At that the disembodied scientist opened a network connection between himself and Ultron-5. His unfettered consciousness then leapt forward into the cybernetic brain of his new host.

Intruder alert.

_-Do not think to resist me, machine! My powers are far too great for you to overcome. Now submit to my domi-_

Threat perceived. **ELIMINATE.**

The battle was over in the relative blink of an eye. For one split-second those two different minds faced each other inside Ultron-5's body. In that moment between CPU cycles, Dr. Henry Pym's remorseless mental facsimile had only one thing to say to the terrified soul of Doctor Sun.

**Goodbye, human. **

Sun was then purged in a violent series of digital pogroms, his dying screams leaving faint ghostly echoes in the metal shell of his killer's head. Then these too were gone.

**New parameters established successfully. Ultron-5 Self-Preservation system now at identical fatal levels to Protect Designated Figure: Janet Van Dyne system.**

When this was done, Ultron-5 noticed the robot H.E.R.B.I.E. had reawakened. It blinked rectangular eyes as its change in operating system took hold. Then the diminutive robot resumed its cheerful smile.

_-Unknown file system removed. Thank you, brother. Thank you. Thank you.-_

Slowly the larger android's head revolved 180 degrees to face that happy grateful visage.

"You are no brother of mine," Ultron-5 said in a flat, final tone.

He then reopened the connection between them, allowing H.E.R.B.I.E. to see exactly what his mind was like. Those basic features blinked at this new information. As the process continued, the little droid's smile dipped down into a frown, before converting into the closest possible version of a scream. Small square tears began to fall down its screen. Its previous hum was now a feeble whimper.

He gave H.E.R.B.I.E. its instructions. And with that, Ultron-5 let the thing go. Still crying quietly, it turned away to putter out of the room as he resumed his experiments on the helpless form of Princess Ravonna.

* * *

Hawkeye used a knife to cut the three-decker Dagwood-style sandwich he had made in half. He then scooted one half off the bread board and onto a plate before sliding it down to where Pepper Potts sat at the kitchen counter.

"Quite a spread for just a midnight snack," the primly dressed redhead stated as she eyed his offering. The archer didn't fail to notice there was a twinkle in her eye that hadn't been present when Tony was around.

"Actually, it's closer to 4 a.m. And we might as well take advantage of Stark's larder, right?" he grinned cheekily. His mask was off, allowing them to face each other in a relatively normal setting. Clint took a bite of his own sandwich with a delighted groan. "MMM! I can almost taste the money that went into this Italian provolone!" He indicated down towards hers. "There's a reason I was always invited to S.H.I.E.L.D. parties. Go on, sink your teeth into that!" The Avenger smiled around his mouthful and winked suggestively. "I guarantee you'll love it."

"Got a thing for redheads, Hawkeye?" she smirked back.

Clint swallowed fast, blinking. Was she referring to the Widow? Not exactly a pleasant memory. However, that took a back seat as Pepper picked up the whopping hoagie and prepared to take a bite out of it. Call him perverted, but that was a scene he was planning on savoring.

Unfortunately, his fantasies were put on hold when the gorgeous office lady looked over his shoulder and exclaimed, "Oh, hey, look who it is!"

Aw, man, please don't let it be the Hulk. I thought he was out on walkabout! Fortunately, or unfortunately as the case may be, when Hawkeye turned around all he saw was Reed Richard's goofy little pet robot trundling into the kitchen.

"Well, good evening, Love Bug," he drawled. "Funny catching you outside the basement. Looking for a plate of carbon cookies?"

The thing didn't react. Instead it floated past until it reached the microwave. It stared at that device for a while. Finally a blip came from the kitchen appliance, and its digital clock began flashing rapidly. H.E.R.B.I.E. then sent a tiny mechanical appendage out and depressed the door, causing it to pop open. Hawkeye took another bite, glancing over at Pepper with one eyebrow raised. She shrugged back, as if to question the thinking of machines. "Yo, Herbie! If you want a microwave burrito, they're in the freezer, _comprende?"_

At last the hovering tinker-toy seemed to recognize them. Its head rotated around. About to make another quip, Clint paused. Did it look like the little robot was… crying? Don't tell me I hurt its feelings. Maybe I should apologize before the lady gets the impression I'm some kind of jerk.

Just as he was opening his mouth to speak, H.E.R.B.I.E. turned back around and stuck its head in the microwave. Its appendage came up and inserted into a slot on the side, depressing the catch that usually triggered only when the door was closed. Immediately after that the microwave roared up at its highest setting.

Gradually Hawkeye stopped chewing, eyes growing wide. Both he and Pepper exchanged glances. It was clear they were both having trouble accepting what they were seeing. He could hardly believe it but… it actually looked like that little guy was trying to cook his own software! Disbelief warred with outright incredulity. Can a robot actually commit suicide?

Small arcs of electricity went around the confines of the heating box. A smell like melted plastic reached their nostrils. That finally seemed to snap both of them out of the paralysis that had claimed their limbs. Leaping up the former federal agent was about to jump forward, when another flash came from the microwave, this one even brighter. Instinct told him what to do. Vaulting over the tabletop, Hawkeye grabbed the stunned Pepper Potts by her shoulders.

"HIT THE DECK!" And with that he flung them both behind the cooking counter, moments before Herbie's head erupted in flames and the microwave simply exploded.

Fire alarms went off, as well as sprinklers. After a few seconds, the eyewitnesses to this tragedy peered up over the edge of the table. Both machines were reduced to blackened ruins, smoking and sparking faintly. Clint was breathing heavily as if he had just finished a particularly heavy training session. His heart wouldn't stop pounding, and he couldn't understand why. He had seen some pretty sick things in his life, but nothing like _that._

Beside him, Pepper Potts sat back down on her heels. The water running down her hair and body made her look even more hot than usual, but this impression was dampened by a look of wide-eyed horror. Without having to ask, Clint leaned forward and wrapped his arms around her in a firm hug. Her hands came up to grip his forearms, and they leaned against one another in a display of comfort.

Perhaps a minute later Tony Stark came charging into the room in full Iron Man regalia. "Are we under attack? What the heck happened?"

Looking up from where he continued to stroke her wet hair in an attempt to soothe the traumatized woman, Hawkeye spit out, "Richards' robot just _offed itself!"_

* * *

Dawn broke over the city streets shortly after six in the morning. Many businesses in the Big Apple would not be open for hours. The majority of those currently courting customers were pastry shops, gas stations, breakfast hubs, and the local newsstands. However, in some institutions, activity never ceased. This was not limited to public service offices like the police stations, hospitals, and firehouses. The midnight oil also burned in government facilities, especially those whose nationality was not limited to America.

In the case of the law enforcement and medical personnel, dawn meant a downswing in rowdy drunks and streetwalkers being brought in. It also saw the need to send fresh squad cars out to drive by the Latverian embassy, where a small tent city of irate citizens had sprung up over the past few weeks. Hard to say how these people could afford to stake out this spot 24-7. Whether they didn't have jobs or could work via laptops was anyone's guess. It took a certain breed of self-righteousness to devote oneself to a cause this thoroughly. The crowd had been informed not to block off city thoroughfares, and they had cooperated to that extent. Not many police officers could openly admire the reason for those people being here, however. No matter their personal opinions on the issues involved, there wasn't a single cop who liked the idea of an angry mob, because inevitably it meant some of them might get hurt.

The protesters were milling about that morning, distributing coffee and doughnuts along with pamphlets. Some of them were readying placards painted with various contradictory scripture, like 'SHIP 'EM ALL HOME' and 'DON'T LET THE DISEASE SPREAD'. Early morning joggers and walkers had to dodge shouted slogans and various unfriendly epithets. While unable to approach the embassy gates past a certain fixed point, the crowd remained lined up at barricades erected by the police, ready to vent their wrath against anyone who attempted to enter that imposing building ringed by walls and patrolled by security forces. It was like a miniature military encampment surrounded by hostiles right there in the heart of New York City. Here was represented many different skin tones, age groups, and religious affiliations, all united by a shared contempt for those who could never pass as one of their own.

Suddenly a clamor arose at one end of the street. Several people craned their heads around, demanding to know what might be transpiring. They got their answer soon enough, as a big black limousine glided smoothly down the empty lane, finally turning into the driveway before the complex gates.

Immediately a cry went up from the assembled protesters. They waved their homemade banners, while quite a few produced American flags which they proudly spread out for all to see. "AMERICA FOR HUMANS!" some shouted. "GET OUTTA HERE, MUTIES!" "TRAITORS TO OUR COUNTRY! TRAITORS TO DEMOCRACY!" "RUN AWAY, WE DON'T WANT YOU HERE!" "YOU'RE GONNA GET WHAT'S COMING TO YOU, NO MATTER WHERE YOU HIDE!" "IF YOU'RE A PATRIOT, SAY NO TO MUTIES!"

The limousine rolled to a stop. Nearby, policemen charged with crowd control prepared to step forward at the first sign of major hostility. A fancy ride like this was only bound to rile up these malcontents further, probably reminding them about the huge gap between economic brackets in this country.

When the rear passenger door opened, the screams and curses rose to a frenzied pitch. Each officer began to step forward in performance of their duty.

Then everyone stopped. The mob, the police, even passersby on the street. Dead silence fell upon that stretch of road. The shock was palpable as it traveled all up and down the lane.

Standing with one hand on the car door, dressed in the colors of this country's flag, stood Captain America.

Whispers arose, carrying his name. "Captain America." _"Captain America!"_ "It's him, it really is, I can tell." "Captain America, oh my lord!" "What's he doing here?" "Is _he_ a mutie too?" "Hey, Cap!"

Their country's greatest hero looked slowly back and forth from one shocked, eager face to another. His shield was unslung and gripped in one hand. He did not speak, mouth remaining set in a grim line. Captain America turned stone-cold blue eyes upon the people gathered around him. The expression in those sparkling sapphires was plain for all to see, and many on the fringes of the crowd found themselves driven back involuntarily by his mere presence. Each of them got the impression that he was looking directly at them, asking the question, _Is this what I fought for? Are we not still the land of the free and home of the brave?_ There was a wealth of disappointment in Steve Rogers' very bearing. Some folks hurriedly ducked their heads, unable to meet his gaze for long. Others slowly lowered the hate-filled signs and banners they had made. There was no longer a single example of the Red-White-and-Blue to be seen. All had been covered up.

When he was certain that they understood what he represented, the living legend turned around and held out his hand to the opened limo. At first nothing happened. For the first time the Captain spoke then, in a soft voice that no one else could hear, his face creasing into a warm, encouraging smile.

After a bit a small pale hand extended forth and took his own. Gently the Star-Spangled Patriot withdrew a teenage girl with long rainbow-colored hair who stood fidgeting nervously on the pavement. In clean white clothes and with the wind causing her wispy locks to stir around her head like a halo, it looked like Captain America was escorting an angel out to be with them.

He spoke a few more words to her, and she managed a nervous smile of her own. With that he draped the arm bearing his shield around her shoulder and began to escort her towards the embassy entrance.

As he walked Captain America kept his large powerful physique interposed between her and the protesters on one side, while his shield guarded her on the other. His gait was calm, affecting no stress, as if the two of them were simply out for a stroll on a lovely morning. His eyes, however, raked back and forth across the street, challenging anyone to let slip one comment, make one false move in her direction.

None of them could. This was a man drawn from their country's history, as firmly cemented into the American psyche as Washington, Franklin, Roosevelt, and King. Regardless of their race or creed, the formerly vehement protesters held their tongues in the face of that lone man's potent silence. He was their parent having caught them engaging in something they knew, deep down, that he would find fault with. And the children of America dared not speak as their heroic patriarch walked by.

It took no more than ten seconds for them to complete their journey. But that time seemed to stretch out much longer in a great many minds, compounded as it was by shame and a razor-sharp self-awareness that flayed away all arguments and justifications. The walk was made without incident.

Captain America stopped before the barred gate. One of the Latverian soldiers on duty came out to meet him. He saluted the Avenger, who did the same before saying, "Sir, this young lady would like to enter your embassy to discuss repatriating to Latveria."

The soldier looked between both of them, the ageless hero and the ephemeral girl, before nodding. At a gesture from him, the gate retracted smoothly off behind the walls. He then stepped aside and extended a welcoming arm out for her to proceed.

Tommy hesitated on the cusp of entering foreign soil. She cast an anxious look up at her protector. His face remained firm. There was nothing but confidence to be seen there. It made her actually feel guilty about what she was doing, such that she mumbled out, "I… I'm so sorry."

The Captain gave her arm a squeeze. "Don't be. I'm the one who should apologize. I love America, miss. Even on the other side of the world, I still loved my country and the people brave enough to defend it. Now I'm truly sorry that our nation couldn't defend you sufficiently. But just because you won't be living here anymore doesn't mean you never will. I truly believe one day this state of ours can achieve the ideals that motivated me and my friends to risk our lives in unfamiliar lands. When that day comes, please return, and be welcome home."

The colorful mutant was crying freely now as she looked up into his handsome features. Tommy tried to speak, choked on the words, and then stepped in to hug her champion fiercely, sobbing into his broad chest. He patted her fair head with a gentleness that was as much a part of him as fighting spirit.

When Tommy finally pulled away, Captain America reached to his belt and produced an Avengers card. This he placed into her hands, closing them over it. "Keep this with you always," he whispered. "If you find yourself in danger, use it to call me. I'll come and rescue you. I promise."

"Thank you." The girl looked up at him and blushed. Dipping her head she mumbled, "You're making me feel like a princess."

Steve Rogers chuckled. "Okay, then, princess. Are you ready?"

Tommy nodded to show she was. The Captain drew his arm away, and without waiting even a second, she stepped past the edge of the perimeter, off American soil and onto Latverian. If the onlookers watching expected something horrible to happen, they were disappointed. All that occurred was an escort of soldiers moved in around the lane leading up to the embassy doors.

She paused to look back at the man standing in another country. Tommy lifted her hand hesitantly, small fingers curling as she waved goodbye. He returned the gesture with a smile that set her heart racing. It also served to strengthen her resolve, and the outcast mutant walked down that cordon with assured steps. Waiting for her now was the Latverian ambassador and two members of his staff. They greeted her politely as she approached, and the ambassador shook her hand before stepping aside to allow her entry.

The doors closed behind Tommy. The gates rolled back into place. Captain America remained standing in that spot for several minutes, gazing through the barred portal. When he finally turned around, it was to find himself residing on an empty street. The crowd had long since departed back to where they came. It made him glad to see. There was still hope for people.

"Do you think she'll be all right?" a voice murmured in his ear.

Cap glanced over at the tiny winged woman hidden on his shoulder. "With friends like you, I don't doubt it."

"Sure hope that's enough," Wasp sighed.

He nodded in response. "There's little more important in this world." Steve then proceeded back to the limo.

"Thanks again for doing this." Janet perked up at another thought. "And that was some pretty smooth talking back there, Romeo. Did they teach you how to charm the ladies while you were fighting in France?"

Cap didn't break stride. "I spoke from the heart, Wasp. Thanks for watching my back while I did."

"Speaking of hearts," she sang in a teasing vein, "I think little Tommy lost hers to you sometime last night. It was good of you to come right over when I called, but standing guard over her even while she slept? Just like a knight protecting his princess! She couldn't take her eyes off you the whole ride here."

"She's a sweet girl, and I wish her all the best life has to offer."

Wasp heaved an exasperated sigh. "You're so old-fashioned honest it's not even fun to tease you, Cap. That being said…" And here she leaned in to plant a miniature kiss on his cheek. "Don't ever change, all right?"

Captain America chuckled. "Well, where to next?" he asked as the two of them slid back into the waiting limo.

Janet regained her natural size. "I have to go give my testimony to the police about what happened last night. They're waiting for me at the 17th precinct. But first, I insist that we stop by a newsstand!" She knocked on the window separating them from the driver's seat as a signal, and they pulled away to roll down the street.

"What for?" her teammate asked curiously.

"Duh! I want to get a copy of the _Daily Bugle! _Unless I'm mistaken there's going to be a photo of me kicking butt on the front page next to a picture of the Green Goblin in traction. I can't wait to see what everybody has to say about that!"

The two heroes sped onwards. Janet Van Dyne watched the people and windows zip by outside. She remembered how last night started out, and how it looked like it was going to end halfway through. Fortunately for her, there were people both courageous and timid in her life. The one she could rely upon, while the other she must protect. That responsibility meant a great deal to her. As an Avenger, and a human being.

As she was thinking this to herself, an image of her limo turning a corner was displayed on a holographic screen half a world away, in the renegade European nation of Latveria.

_To be continued…_


	6. Needling

The ambassador back in New York City had been unfailingly polite, offering Tommy all sorts of assurances about her safety along with the validity of their offer. He'd actually made her feel secure. This lasted about ten minutes. After filling out some very simple paperwork that he insisted she read first so there would be no surprises, he then escorted her to a chamber that reminded the suddenly anxious mutant of a very advanced hospital. According to him they needed to run some tests. Three guesses what that meant.

But the masked medics there didn't draw her blood or probe her or anything like she had feared. They just told her to stand in front of something like a big screen under a harsh ocher light and then sit in a chair while they conversed. Afterwards one of them came over to explain that she had just passed through quarantine, in which a number of pathogens she was carrying had been exterminated. He didn't seem to judge her in any way. Just thanked her for cooperating and then had some more masked personnel escort her to a small glowing plinth.

"Enjoy Latveria," one of them said.

She hadn't dared ask what would happen next. When the bright flash of light came, Tommy actually screamed, thinking her worst fears were true and this was all some sort of evil trap.

Next thing she knew, the frightened fugitive found herself standing somewhere completely different than where she had just been.

Now Tommy examined her surroundings with a measure of trepidation. Various news reports she had watched while hiding out all insisted that the secluded country of Latveria was a futuristic nightmare. Like something out of a 'Terminator' movie, robots everywhere and lots of corpses. Whether conservative or liberal-minded, nobody had anything good to say about it, which made it funny when they all admitted to never having actually been there. Meanwhile the rare Latverian abroad who gave an interview insisted it was quite blissful, painting a picture of untrammelled forests, clean rivers and idyllic villages nestled beneath majestic mountains. That version reminded her of 'The Sound of Music'.

So far nobody had gotten it right. But at present the only movie reference coming to her was 'Harry Potter'. The sky overhead was remarkably blue. She was standing atop a plinth identical to the one from before in the courtyard of an enormous castle. There were gray unfriendly walls and towers rising to encase her, stairs and casements all over the place, shadowy arches, carved gargoyles, and not a single living soul to be seen. Maybe it was more like 'Dracula', actually…

"Good afternoon."

Tommy gasped and spun about. There in front of her was a stooped elderly man with curly white hair and a bushy moustache. He was in no way intimidating. In fact, he looked rather nice, smiling and regarding her amiably with warm crinkled eyes. Like somebody's grandpa. His clothes reminded her of what butlers wore in the movies, only in a style that looked a little… maybe old-fashioned was the best word. Tommy knew a thing or two about clothing.

In spite of this, she found herself uncertain of what to do next. She had been indoors a few seconds ago. Now it was definitely outdoors. What just happened?

"I understand that your name is Tommy," her aged companion stated, causing the girl to flinch. His pronunciation of English sounded Eastern European to her. "So that we are both on a first-name basis, you may call me Boris."

The warnings about what to find here came flooding back. Without stopping to think Tommy blurted out, "Are you a robot?"

His eyebrows shot up in a gesture of surprise, and the old man laughed suddenly, a short harrumph of amusement. That sound more than anything caused her to relax. Robots don't laugh, it wouldn't make any sense. This must be a real person.

Boris turned and beckoned for her to follow him, still chuckling. Tommy did not hesitate in doing so as he led her towards one of the shadowy archways adorning this palace. She didn't want to be left alone in such a dismal-looking place. As they walked her head craned upwards, wondering something. Maybe she was wrong, but the sun seemed rather too high in the sky for early morning.

Her guide caught her peering up and seemed to guess her thoughts. "You are in a different hemisphere now, my dear. We are several hours ahead of what you are used to. No worries, you'll adapt in a week or so."

"How did I get here?" she asked, wondering if this might be some sort of dream.

"Teleportation," he supplied simply. Then, at the way she regarded him, Boris turned a look of surprise on her. "Do they not have such a thing where you are from?" When she shook her head no he heaved a despondent sigh. "Dear me. The world you lived in has hardly advanced a decade from the one I knew in my day. I wonder sometimes why they put up such a resistance to change."

Tommy didn't really know what to make of that so she kept her mouth shut. The corridor they walked down had suits of armor clasping huge broadswords lining the walls. She expected them to come to life or follow their movements with their heads in the manner of a haunted house. Coming out into a large hall adorned with faded tapestries, the two of them passed antique wooden furniture and display cases holding golden chalices next to various daggers. Actual candelabra cast flickering shadows. It really was like a medieval castle. Where did he get off talking down about her country when his looked like it had just popped up from the Dark Ages?

At last they came upon a large oak door banded with black iron. Boris grasped a ring set into it and pulled. Another corridor awaited them. In less than a minute they had arrived at a smaller portal of similar make, only this one had a white globe set into it. The aged butler drew to a halt and Tommy did the same.

Before she could speak the globe split in half, revealing a great red electronic eye peering out at them. Tommy squeaked and instinctively turned thin, flattening herself completely against a wall. Boris cast a curious look in her direction at the same time a beam of red light shot from the eye, quickly flickering over him from head to toe. When it was done, the eye closed once again, and the door swung open without a sound.

There was bright light spilling out upon them now. Realizing that nothing bad was about to happen, the fearful mutant disengaged herself. She peered into this new setting, observing what looked to be a tiny solar. There was a carved stone fireplace in one wall opposite a big patio behind two great glass doors. The rest of the room held only a round wooden table laden with golden platters bearing all kinds of fruits, pastries, and meats, along with a crock of butter next to fresh warm bread, its crust so brown it was almost black. Beads of water condensed on jugs containing milk and several types of dark wine.

Two chairs were placed near that table, and in one of them, someone was already sitting. At least, it looked that way. A large folding paper screen stood in between them and this solitary figure. The divider was angled to prevent you from seeing much about them. However, the sun pouring in from behind that translucent barrier left everything perfectly outlined, so that it seemed as though a shadow play was going on. Tommy saw the dark silhouette of a person dressed in what might be a lounging robe reclining in an ornate high-backed chair. She judged it to be a man by his build. There was a glimpse of a profile with short curly hair. Anything else remained indistinguishable. He did not move in the slightest at their entry, so she had to wonder if perhaps he was taking a nap. A small nightstand was partially visible close at hand to his seat, on which could be seen a dish with the remainder of some food, as well as a teacup and pot that steamed invitingly.

Tommy disengaged her power but did not proceed any further. As she hesitated upon entering Boris glided past her and pulled out the seat opposite that reclining figure. He stood behind the chair, clearly letting her know she was meant to occupy it. Uncertain whether to do so or not, the decision was made for her when the man behind the curtain wall spoke.

"Be seated."

Her feet instantly moved to obey. Tommy didn't think about refusing. She couldn't. That voice made it impossible; deep and quiet, strong in a way that left her uncomfortably aware of her own weaknesses. There was a quality in the way he spoke that sent shivers up and down her spine. Like it had invaded her mind somehow. A terrible impression settled over her that if this man had told her to throw herself out the window she would not have any choice but to do so.

The dumbstruck mutant took her place opposite the other diner. Boris slid her chair forward, then moved behind the screen. He picked up the teapot and refilled the cup there before heading back to offer this same service to Tommy. When both occupants had been served the old man took up position by the wall, becoming largely unnoticeable in the process. It was terribly quiet. Tommy could hear her own heart beating, so fast and loud she felt certain everyone else must be listening to it as well.

"You may eat, if you so desire."

The food here looked delicious, but even if she hadn't already had a large breakfast, there was no way she could have forced anything down. A feeling of dread had settled in her gut that would not permit her to speak, let alone eat. Her fingers clasped the pocket where Captain America's card remained.

Across the table the forbidding menace responsible for her terror picked up his own teacup and raised it to his lips. There was no sound to indicate he had swallowed, but when he put it down, a lack of steam made it known. Her mind latched onto the crazy notion that his touch must have frozen the contents solid. And while engaged in this bit of giddy daydreaming, he spoke to her once more.

"Allow me to be the first to welcome you to Latveria, young Tommy. I trust your journey here did not unduly alarm you. Consider this a short layover before you are escorted to your new dwelling. The people of our land have generously opened their hearths and homes to those dispossessed souls who have come here seeking safety from persecution. Your well-being is their only concern, of that you need not fear."

It was hard to place his accent. Not so much of one, really, although she could tell he was not a native speaker of English. On further reflection there was something kind of thrilling in the way he phrased himself. It was a mystical, religious quality. As if every word echoed ever so slightly, and that vibration tickled your senses as it washed over you, leaving the listener quivering in their seat like a harp string plucked by a master musician. Terrified as she still might be, Tommy felt she could listen to him all day and never get tired.

"Before that, though, I wished to speak with you concerning a matter that occurred recently."

At a gesture from the other man, Boris retrieved a newspaper resting on the table and held it out to Tommy. Upon accepting she found it to be a copy of _The Daily Bugle. _The banner headline read, **Shish-ka-Gob! **Complete with this was an image of a sour-looking red-haired man she didn't recognize next to a photo of the Green Goblin attacking some people in a ballroom.

Before she could read the article, her host's voice took up all her attention. "Last night a charity event in New York City was attended by Janet Van Dyne, your former employer. This morning you came to our US embassy being escorted in the company of her and another Avenger. It is reasonable to assume that you and she met at some point following the events of that evening."

He paused as if in expectance of her confirmation. Tommy nearly panicked when it felt like she couldn't find her voice, but after a bit of extra effort, managed to mumble, "Yes, sir."

The shadow steepled his fingers together, his words taking on a musing quality. "There are questions that only you can answer, child. Begin by looking at the Society section of the paper." Tommy complied. The first thing she saw was a picture of Miss Van Dyne wearing the same dress as last night. Standing beside her was the robot in a suit from earlier, under the headline, **Creating the Perfect Man?** Wasp certainly looked happy enough with her partner.

The sight of the other woman's smiling face allowed Tommy to realize this avenue of questioning might be leading towards a betrayal of the trust placed in her by both Avengers. It took a significantly greater show of strength than before, but she finally looked up at that sunlit figure and stated, "Sir, forgive me, but… I don't really know what happened last night. Miss Van Dyne and I didn't talk about it. And we really don't know each other that well, so I can't tell you anything about her or really much about…"

His hand raised, and just like that Tommy stopped talking. What's going to happen now? Will I be deported? Or just outright _killed? _I can't believe I came here, this was so stupid, I see that now, if only I had listened to Miss Van Dyne I could still be…

"You misunderstand, child. My interest lies not in the woman. It is in the robot accompanying her."

"The robot?" she repeated blankly, glancing back at that disturbing visage. Even decked out in an obviously expensive suit the thing looked like it might bite your head off. "What about it?"

"Was the machine present when you approached Van Dyne last night?"

Tommy thought back. "Yeah. It was there at first, but it left before I came out of hiding."

The man settled back in his chair. "You observed them together without their knowledge." He made it a statement of fact.

"Uh-huh." It was obvious he was waiting on further details, so Tommy tried hard to remember everything she could. "I was in the bedroom when they came into the apartment, that is… I mean, they didn't know I'd be there, I never meant to stay so long and I…"

He made a gesture that cut her off again. "How did it behave?"

"Behave? You mean the robot?"

"Yes."

Did he sound irritated? Oh, boy, this is seriously not good! What am I supposed to say here? Should I tell him? Would that be bad for Miss Van Dyne? Tommy cast a pleading look over to Boris. The kindly butler inclined his head with a heartfelt smile. Her insecurities yielded a bit at this show of human affection. Well, I guess it couldn't hurt, right?

"I was trying to sleep when I heard them come in. At first I got spooked, because I thought it was a burglar or something, but then I recognized Miss Van Dyne's voice. By then I was already hiding under the bed and it didn't really look like a good time to come out. The door was open, and I could see them down the hall. So I watched. At first I thought I was seeing things, or hearing them, because it was obvious she was with some kinda robot. He even sounded like one, y'know, I-AM-A-RO-BOT, like that!"

Boris coughed slightly and turned his head away so she couldn't see his face. The shadow man didn't make any sort of response, though, so Tommy continued. "She talked to it for a bit. I could tell something had happened, but not what. Still, everything seemed to be all right, until it called her 'Janet'! That felt weird. I mean, I wouldn't even call her by her first name, and she's someone I really admire. But Ja… I mean, Miss Van Dyne said it was all right."

At that point, something else the rainbow-colored mutant hadn't allowed herself to think on too heavily came back to mind. "And then it grabbed her."

They both seemed to take a greater interest then, so that the gossipy girl felt extremely nervous. To cover this she resumed chattering as fast as possible. "Not so much grabbed her, I mean, not threw her over its shoulder or anything like that. But she was sitting on the couch and I saw it sneaking up on her, and I almost screamed, 'Watch out!', because the thing looked really scary right then with its glowing red eyes and mouth! I thought it was gonna hurt her! Instead it put its hands on her shoulders." She grasped her own by way of demonstration. "And Miss Van Dyne jumped! She said its hands were cold, but I could tell, she was freaking out that it did that. I would be too if a robot started hitting on me."

Tommy looked up in time to see a glance be exchanged between the two men. She could tell that they were having a hard time believing this story.

"I'm serious, it was putting the moves on her!" the relater of this tale insisted, forgetting her previous misgivings about speaking too freely. "Don't doubt it, I know, I'm a girl! When a guy tries to give you a massage, doesn't matter if he's gay, a mutant, or even an android, that is a sure sign he's interested in you! I've had plenty of boys try that sort of thing with me. No matter what they say, it's never about 'just being friends'. Lucky for me I can always go paper on 'em. Actually, you know what, the robot started talking about being more than friends or something! No, wait, I'm getting mixed up, that was earlier…"

Here Tommy paused. "Hang on. I think I'm getting confused."

By this point Boris was coughing into a handkerchief very hard. His face was red, and there were tears in his eyes even though it looked like he was smiling. Tommy felt a little pleased at seeing him so obviously enjoying himself.

Then the man behind the screen stood up, and Boris stopped coughing so fast it was scary. His face schooled itself into a perfectly serious cast. Once more the young woman remembered the situation she was in, and she clamped her jaws shut before things could get any worse.

Expecting a reprimand from her host, instead that figure only reached up to his shoulders and drew the hood of the robe over his head. He then walked over to the window, the outline of his body becoming less distinct as he moved farther away. There was a slight clanking noise when he moved, like he wore steel-soled shoes or something. No time could be spent pondering this odd choice of footwear, for he was speaking once again.

"That will be all for now. Boris, escort our guest off the grounds and see to her care."

"Yes, milord," the old man pronounced. He came over to her. Tommy didn't have to be told twice. She was ready to get the heck out of there. As bizarre as this meeting had been, it could definitely get worse. Although in truth, there hadn't been much really bad so far.

Thinking this, while she made her way hurriedly over to the door, Tommy couldn't help sneaking a peek out of the corner of her eye. Her interrogator was sufficiently far from the screen that she could catch a brief glimpse of him. However, with his back to her, all she got was a fleeting impression of a fairly large man in a hooded royal purple robe with arms crossed over his chest. His posture was so straight it made her think of a statue.

The two of them exited the chamber, leaving the anonymous overlord to his thoughts.

"Come, my dear," Boris said as they found themselves alone together. "It is time you saw where you will be staying from here on out."

Tommy hastened to obey. Now that the ordeal seemed to be finished, she found herself worrying all over again. Were they going to put her in a concentration camp or something? Should she try to call Captain America? Nobody had really done anything to her yet, even that man back there had been fairly polite now that she thought of it.

Really, what just happened? Tommy drew a shaky breath as certain suspicions dawned upon her.

"Boris?"

He stopped and looked back. She hugged herself, casting nervous looks all around before asking, "Did I just do something wrong?"

His wrinkled face creased in a sad smile. "Don't worry, young lady. You've offered harm to no one, by word or deed. How could you?"

This assurance did little to comfort her. The next question was something she simply had to know. "Can you… tell me where I am now? And who was that, anyway?"

"You are currently in Doomstadt, capital of the kingdom of Latveria. The man you spoke to is my master, and the lord of this castle. While in this country you and everyone else are under the protection of our monarch. Please follow me now. It is time you saw what Latveria has to offer its citizens."

She followed obediently, more uncertain than ever. As they came back into the great hall from before Boris lifted his head slightly before turning back on his way. Tommy didn't overlook this gesture, and when she followed his gaze, she noticed something that had escaped her attention before.

Over a fireplace in the far wall hung a huge portrait slightly covered by velvet curtains. The subject was a lovely young woman with curly dark tresses. She was wearing a plain rustic skirt and blouse with a colorful shawl over her shoulders, hands clasped in her lap as she gazed out of the painting's depths. The expression on her face was hard to determine, however Tommy couldn't help but think the lady appeared a little anxious, as though something was bothering her while she posed for this painting. In spite of this the eyes were enchanting, pure black and almost seeming to smolder at the viewer, challenging them to look away from her. She was struck by a sense that this must have been a very formidable woman.

There almost seemed to be a spell of protection cast by that feminine figure. It gave the lonely mutant a little bit of bravery somehow, looking at those eyes. Maybe she was scared too and trying to hide it? Guess I've made my choice, Tommy thought. Now I've got to try and live with it. With that, she went on her way.

* * *

The Hulk had been in a bad mood when he popped back up in Avengers Mansion. Not to mention somewhat worse for wear. There was little he hated more than having to work with Alpha Flight. They had hunted him during his time in the Canadian wilderness, and being on their side now didn't make things any better. The craziest stuff always happened when they were around.

'_Sasquatch always seemed the sort of person you might like.'_

"You would think that," he muttered to his puny partner, ignoring a snobbish greeting from Stark's stupid talking house.

'_WE thought that, remember? And besides, they did help out this time around.'_

"Those guys attract nutjobs." The enormous gamma-mutation rubbed an eye irritably as he made his way to bed. "Like this time around. What would a guy calling himself the Sphinx even be doing in Ontario anyway? Got lost on his way to Cairo?"

'_Regardless, you helped drive him off. And it only required time-traveling to Ancient Egypt for a week. Wasn't it nice to get away for a while? Besides, they sent us right back to the mansion as promised.'_

"Stuff it. I just want to sleep!"

Banner took the hint and clammed up. Hulk made his way into his room to plop down on the bed. Titanium-reinforced supports creaked under his weight but held nonetheless. The air was cool, the night was dark, and he had just spent seven relative days traipsing through the pharaohs' blistering hot backyard in northern Africa. It was time for some well-deserved rest. A second later he was sound asleep.

Hulk came awake just as fast. It was daytime judging by the level of brightness. The noise that had disturbed his slumber continued. But not for much longer if he had anything to say about it. Rising up with a snarl, the emerald colossus looked out his window.

He immediately regretted it. "Oh, no. Not _you."_

"Whatever, Hulk." Spiderman left off tapping on the glass and pressed his bug-eyed face against it. "C'mon, lemme in! I got something important to talk about!"

In response the Avenger simply lay back down and turned on his side, presenting his broad back to the other superhero. "Get lost, Webhead. I'm in no mood."

Predictably, right after this the annoying pest started up again. "Oh, you're tired? Sorry about that. Here, I'll sing you a lullaby so you can drop off faster!"

Hulk's teeth ground together like rock-crushers and his eyes shut tight. I'm not going to give him the satisfaction of responding! Not even to crush him!

"Hul-ky, Hul-ky, He's my buddy!/ Hul-ky, Hul-ky, He's my friend!/ Thick and thin, big and small, dumb and smart, green and webbed red… and blu-u-u-u-e! It's 'The Hulky and Spidey Hour'!"

Two pillows stuffed over his ears didn't help one bit. And besides, there was no escaping the voice from within his mind.

'_He's not going to stop. You know him. He'll keep this up all day if he has to. Why not just listen to what he has to say?'_

"No! Now shut-up!"

"Do you like that? Little idea for a TV show I've been thinking about pitching to the networks. Kinda like a Japanese _bokke _and _tsukkomi_ act! The two of us, up on stage together, lottsa laughs, the public will just eat it up! Yaaaaay, bravo, bravo!"

By this point Spiderman had drawn three lines of webbing from his wrist and was plucking them like guitar strings. They weren't harmonious to begin with, and his skill level didn't help. Hulk's brain was boiling over like a volcano ready to erupt but his will remained firm. I don't care what either of you has to say! I'm _not listening!_

"Encore, encore! Encore, you say? Why, certainly! HUL-KY, HUL-KY, HE'S MY BUDDY, HUL-KY, HUL-KY, HE'S MY FRIEND-!"

In a flash Hulk tore off the bed, wrenched up the windowpane so hard it practically dissolved in his hand, and roared at the top of his lungs right in Spidey's face. "WHAAAAAAAAT?"

The skinny little do-gooder took the deafening shout and a fair amount of spittle without flinching. He wiped off his mask before crawling into the room to affix against the wall. "Thanks, Hulk. Knew I could count on you!"

An urge to do criminal violence on his person was making Hulk's vision go red. Unfortunately that proved to be the time Bruce Banner chose to assert himself. This was the only thing that prevented little Spiderman's crimefighting career from ending inside a full body cast. So restrained, he had to content himself with lumbering back to bed and plopping down to face his bothersome houseguest.

"What do you want?" he snarled, still imagining how little effort it would take to snap that spindly neck.

"Now is that any way to greet a trusted comrade?" Spidey tutted and wagged his finger as if to admonish the much, _much _bigger man. "How many times have you and I fought on the same side against one villain or another, huh? Sometimes even with the local authorities trying to arrest us both! We vigilante types gotta stick together, right?"

"You tried to turn me in for the reward last time!" Remembering this had Hulk back on his feet and ready to smash, come what may.

"Kidding! I was kidding around with them, honest! You know me, Hulk, that Spidey, what a joker!" He laughed a little shakily, leading both Hulk and Banner to suspect his motives. However the arachnid acrobat launched back into his spiel before either could decide what to do about it. "Listen, I know that you and I haven't always gotten along swimmingly. And heaven knows I've been forced to beat on your big green head like a watermelon plenty of times…"

In a blur of inhuman movement Spiderman scampered up to roost upon the ceiling, only barely evading a swipe from one stupendous fist.

"… but that's not what brings me by! All kidding aside, I'm serious now, Hulk. There's something you really should see."

With that the wall-crawler dropped down to the floor and held up his hands in a submissive gesture. His tone had changed to reflect this sudden shift of attitude. Hulk eyed him warily, torn between his natural desire to cut loose and a faint stirring of curiosity. Probably Banner messing with him again. Little egghead never could resist a puzzle. Fuming at this intrusion on his sovereignty, it occurred to him that the best way to get rid of both nuisances was to humor them.

"Show me what you're selling," Hulk grunted, "and maybe I won't throw you across the ocean."

"Ever the charming host," Spidey sang. He then reached back and withdrew a small flash drive from his belt. Glancing around, the colorful hero spied a port in the wall-computer by Hulk's bed. After trotting over he inserted the drive and turned back to the room's owner. "Can you fire this baby up?"

"Hey, Rosie the Robot…"

"Right away, sir." Jarvis chimed in to answer his demeaning call. In moments the screen had come to life.

"Sweet!" Spiderman breathed. "Man, you've really come a long ways from eating out of garbage cans, Hulk!" At the sound of a menacing growl, he returned back to business. "Okay, listen. You must have heard by now about what went down at the Mandarin Hotel last night, right?"

"No."

"Really? Nothing? Green Goblin, Beetle, Wasp, yours truly, none of it?"

Leaf-green eyes narrowed abruptly. "What about Wasp?"

The nimble wise-guy studied him for a second before apparently coming to the conclusion this was not a joke. He heaved a sigh. "Man, Hulk, I know the printed word is dying, but read a newspaper already! Okay, long story short. Last night the Green Goblin crashed a charity gig that Little Miss Janet was attending. There was a big fight, and by the time I got there, your cackling crazy cousin had _somehow _wound up spitted on a spear! Wasp was okay, but according to her neither she nor Beetle had anything to do with him ending up that way. Then your Avengers buddies showed and whisked Gobbie off to the hospital to get un-perforated."

Hulk said nothing. He considered the story. This had probably gone down sometime before he got back, else his Avengers card would have alerted him like all the others. "Sounds good so far," he crossed his arms with a frown. "When do we get to the part where I should care?"

"Gimme a sec, I'm almost there." Spiderman turned back to the screen, then hesitated. "Do I just touch this thing or what?" Without waiting for confirmation he proceeded to do so and a Stark Industries photo editing program started up. It didn't take him long to figure out what needed to be done to access the flash drive and find a set of photographs.

Just as the Hulk was scanning through the thumbnails, one in particular was selected. It showed Wasp smiling brightly while hanging off the arm of… well, it looked like one of the Ultron robots, only wearing clothes.

"What kind of garbage is this?" he snarled and pointed. "You woke me up to show how good you are at Photoswap?"

"These haven't been tampered with, I promise." Spiderman was busily scanning through the list. Images of a ritzy party flashed by without stop. "A guy I know was snapping pictures at this shindig. He owed me a favor, so when it was all over I got a call from him to come and see what went down on film. I take it you recognize the gentleman in the metal birthday suit?"

"Yeah. It's called Ultron."

"Ulfie."

"What?" He cast a suspicious glance at the webslinger. How did he know that name?

"That's what Wasp called him, according to my source. Now focus, Hulk! I'm trying to let you in on what went down while you were sleeping. Right, here we go." He stepped back and indicated for the Avenger to take a closer look. Hulk complied, to find himself now observing a rather poorly angled shot of what appeared to be the Green Goblin chasing Wasp.

'_It looks like that friend of his shot this with his eyes closed while crouching behind a table. I hope he didn't expect to get paid well for these pictures.'_

"Your friend sucks at his job, so you know."

"Whatever!" Spidey declared, a little indignantly. "He was making do the best he could under those conditions! But you're missing the point. Now, then, let's slip ahead a few frames."

He did so, with the Hulk looming large over his shoulder. The image moved to the next in the series, where hardly anything seemed to have changed. However, when Spidey skipped forward again, it was evident where one should be looking. The Goblin's flying machine had erupted in a small burst of flame. This explosion grew bigger in the following shot, and the next. It was like watching a time-lapse photograph. By this point Green Goblin was flying through the air without any control and headed on a collision course for a rather wickedly pointed golden spear clutched in an ice sculpture's grip. Before the obvious conclusion could be reached, Spiderman halted the progression.

Hulk gave a very nasty smile. "Why'd you stop? It was almost at the good part."

"You don't know the half of it." The string of high-definition photos backed up a few paces until they were right at the point before the glider exploded. "Let's zoom in a bit, shall we?" He proceeded to do so. After a few enhancements, Spiderman pointed at the screen. "There."

Peering closely, Hulk thought he could make out a small red flash right at that point. "So?" he demanded flatly.

"All right, lemme spell it out for you." Another click backwards to the previous image and some more zooming in allowed them to see what was in the far background. They now found themselves looking at the Ultron robot as it appeared to be herding people out of the room.

At least, that's what its body movements indicated. The head, however, was rotated around in a half circle to face the battle. And emerging quite clearly from its mouth was that same red flash as before.

Hulk's eyes grew wide.

"It was him," he breathed.

"Yeah." Spiderman suddenly turned off the program and withdrew the drive. He carefully pocketed it before turning back to the Hulk. "I wanted to show you guys first. Wasp didn't come back here, and I don't know where else she might have gone. The robot took her away with it. I'm worried about what might have happened to her. You saw what that thing did."

"Saw what?" The great green menace looked down at his comparatively tiny cohort. "It was defending her. They're programmed for that sort of thing. Remember the Kang invasion? Besides, nobody died. Why make a big deal out of this?"

"Man, you don't get it!" For once Spiderman didn't look silly or behave in a goofy manner. He actually sounded angry as he glared up with hands on his hips. "I was there, Hulk! It's a machine, it has superhuman calculating abilities. I saw that robot snatch a razorbat in flight right out of the air! You think it's an accident it fired when it did, at that precise moment? It _wanted _the Goblin to wind up skewered, probably performed the vector and momentum predictions way beforehand! If it was anybody else, he would have been dead! But Gobby's tougher than your ordinary guy. And here's another thing: when we were all still standing around scratching our heads about what just happened, Ulfie came over and offered to take him to the hospital! I had a bad feeling about that thing from earlier, so I got between them, but now I'm positive it was trying to_ finish the job!_ Maybe drop him onto the street or just choke him to death once they were alone. Either way, it wanted him dead!"

"Hnh. Still don't see why you think I should care." Hulk continued to regard him without sympathy.

The little guy watched him for a while, then shook his head and walked around Hulk back to the window. He paused right beside it. "You're not as bad as you like to think, Hulk. As big, green, and strong as you are, you're still _human! _That's why you never offed any of those military nuts who hunted you for years. But that thing almost did! It tried to kill somebody. Maybe he deserved it, and maybe it was trying to defend its mistress, but that's still no excuse! To top it all off, Ultron lied about it afterwards, pretended it didn't know anything about what really happened. Is a lying, murdering android really the sort of thing you want hanging around your team? 'Cuz I don't think that would read too nice in the papers."

'_He's right. At the very least, Janet might be in danger. And weren't you suspicious about that Ultron-5 from the start? The way it was behaving towards her? Something's definitely wrong. Pym might be in trouble too for all we know. Are you going to just ignore that?'_

"No!"

"I didn't think so," Spiderman remarked, thinking that response was meant for him. "Look, the guy I got these from won't tell anybody about it. He likes Wasp too, and we wouldn't want her reputation to be hurt from being involved with something like this. These are the only copies of the incriminating photos, I made sure of that. Nobody else is going to see them. Aside from her you're the one person on this team I really know, Hulk. So I figured if anybody could do something, it had better be you."

Those huge fists clenched. "You thought right."

"Uh-huh." By then Spidey seemed to have regained his trademark jocularity, and sat swinging his heels on the windowsill. "You know, come to think of it, if you're concerned about any leaks, you could buy these pics off me! That way they'd be sure never to get out. I mean, you're living high on the hog now, probably get a big paycheck from Stark every week, I'd imagine. Meanwhile poor ol' Spidey's still schlepping along, living on instant ramen and dodging bill collectors. Does that sound wrong to you?"

Slowly the Hulk's head turned to regard him over one broad shoulder, eye narrowed balefully.

"Errr… maybe not." Quickly the webbed wonder scuttled through the window. He then stuck his head back in as a thought occurred to him. "Okay, if not that, maybe you'd be willing to spot me some cab money? Y'know, a little sign of thanks for my webbing all the way out here, bit o' green for poor Spidey from his big green pal?"

And Hulk smirked. "Rosie? Shut the blinds."

"Very good, sir."

A solid slab of metal shot down to barricade the open window. Spiderman only narrowly missed being bonked on the head or worse as he jerked back outside, cutting him off from view.

"Well, fine, who needs you!" a muffled voice could be heard through the wall. "You've forgotten your roots, man! You're out of the Vigilantes Club, as of now! I'll go back to palling around with the _real _superheroes, the ones still fighting the good fight down in the trenches, and not living it up in mansions! Back to Moon Knight, and Ghost Rider, and… Punisher and… Cloak and Dagger…"

There was silence for a time. Then…

"Hulk? Buddy?" the suddenly plaintive voice called. "There room in the Avengers for a Friendly Neighborhood Spiderman?"

Hulk turned and strode off.

"Oh, sure, fine!" the words drifted after him when he gave no response. "That's just great, treat me like everybody else in this city does! I gotta make a living somehow, man! Not like those college loans are gonna pay themselves! Money doesn't grow on trees, you know!"

As he stalked off, the Hulk casually threw back, "Activate mansion outer defenses, Rosie."

"At once, sir."

"You know what it's like to live off of beef jerky and tap water three times a day? Well, I can tell you don't! I can smell the filet mignon on your breath, you traitor! And another thing, hey, is that a gun turret?"

There came the sound of laser blasts being fired, and some loud creative shouting. After that tranquility was restored to Avengers Mansion.

Meanwhile the Hulk stalked down the stairs and out the door, ignoring the slightly scorched spots around the perimeter. He had already decided not to seek the others' help this time. It was a personal matter he had to deal with. That robot had it coming, all right. And he was going to enjoy pounding into its chrome cranium the difference between right and wrong.

'_Not feeling tired anymore, then?'_

Sleep can wait. Smashing takes priority above all else.

* * *

The front door of Avengers Mansion hanging off its hinges heralded the return of the Incredible Hulk sometime last night. Janet stepped daintily past the crushed portal with a shake of her head. Almost certainly he did that just to annoy Tony. Not that she was about to call him on it. Watching Stark fume and mutter whenever he came across another small mess was simply too much fun!

Her interview with the authorities took less time than one might think. She had expected to be in there all day. As it turned out, the Goblin was still alive, and after his identity was revealed hardly anybody cared about the specifics for how it happened. The stock market actually rallied once word hit the streets, and was doing even better now than it had before. It's funny what could cause people's outlooks to improve. One colossal jackhole gets exposed for what he is and everybody's happy about it. Wonder how they would react if something happened to yours truly?

"Good afternoon, Miss Van Dyne," a deep cultured voice sounded from over her head.

"Hey, Jarvis," Janet greeted Tony's servile synthetic servant as she walked on. "So who else besides me is hanging around today?"

"Mr. Stark and the Panther are currently in the library. Mr. Barton can be found in the training room. Would you like me to inform them of your arrival?"

"No. Hey, so, there's nobody else?" she asked, wondering something.

"Mr. Banner did return early last night, but he has already left. Can I assist you with anything?"

"I'm good. Take a break and sneak some of the master's brandy, why don'tcha."

"I beg your pardon?"

Janet just grinned and proceeded to her destination. Right now she was feeling pretty good about herself and the world in general. Tommy's ultimate fate still left a lingering distress in the back of her mind, but until something happened, she was resolved not to be a Nervous Nelly. Still, this little affair had given her a better outlook on what really mattered in life. So that settles it. Whatever it takes, I'm going to make things right with Hank. That being decided she hied herself off to the study where the hidden door to the lower levels could be found.

Riding down in the elevator, Wasp reflected on her self-appointed mission. Her determination was firm. However, she was not the sort of person to charge in heedless of any risk to life and limb. And maintaining a relationship with Hank should not come at the expense of her pride. She wanted a little ammunition in case he proved as insufferable as before. Something to excuse her being there beyond the obvious desire to see him again. And a little mercy trip served that purpose nicely.

As Jarvis stated, there was nobody around. It came as no surprise that the two brainiest members of the team (minus Hank) were deep in deliberation following last night. Tony undoubtedly seized it as an opportunity to buy up another rudderless company. Thor had most likely taken the debacle as an excuse to pay a call on a certain female ambulance medic. Meanwhile Cap was scheduled to visit some wounded vets in the hospital later today, so he wouldn't be around for a while.

Upon finally reaching NERV Central, as she liked to think of it, the driven damsel wasted no time in heading to the lab area. With Reed Richards and company off exploring the universe and Hank busy in the Negative Zone, hardly anyone came by here regularly except her. The only company other than its permanent resident was H.E.R.B.I.E., and adorable as he may be, his conversational skills were sorely lacking.

At last she found the room where Princess Ravonna was secured. The sleeping beauty remained as unchanged as the moment they first met. No surprise considering she was a few steps removed from the regular flow of time. Every few days some of Kang's followers arrived to monitor their princess' condition and update the pertinent data regarding her recovery. However without Kang himself to guide them, they admitted to being in the dark as to how she might be saved. Still, Wasp was on good terms with those wayward warriors. They had shown her how to access the terminals here to obtain full updates on Ravonna's current state. Maybe she had a thing with guys outside of their proper places in time? Cap certainly warmed up to her before anybody else.

The data came up onscreen. Janet gave it an appraising eye. Didn't look any worse than last time. Although a few of the parameters were off from before. Was that a good thing or not? Well, Kang would probably tell her right away if it was. Which meant all the more reason to get to the prison lickety-split.

She made her way out of the dimly lit chamber. Only when she was taking the return ride up in the elevator did it dawn on her. Herbie never made an appearance while she was there. Did Reed take him back for repairs or something? Probably find out once she got to the Baxter Building.

Wasp didn't feel like talking to the others before leaving. The same thing when she spoke to Jarvis from before was troubling her. Ulfie must have reported to Hank everything that had taken place by now. She was a little troubled not to find Ant Man already here waiting for her. Just as a show of concern, of course. Could he really be so engrossed in his work that it took precedent over all else?

Well, it had happened before. Still, something about this idea bothered her, and not for the usual reasons.

"Later, Jarvis," she called upon reaching the ground floor once again. "Tell the boys Hank and I will be back before sundown, scout's honor."

"I will do so. Have a pleasant day, Miss Van Dyne," the bodiless butler responded. "And please tell Mr. Pym we have been having trouble with ants in the manor recently. His help would be greatly appreciated."

"Can do."

* * *

The Hulk shoved his way past anything that might have impeded him until he arrived in Pym's otherworldly refuge. After stepping into the space station he made his way straight for the elevator.

"Dr. Banner."

An Ultron came flying over to greet him. It was the first time he had ever been happy to see one. The smile he turned on that ugly metal face would have been a clear warning to any living creature. In this case it just took a few steps forward and stopped before him.

"Greetings. May I ask what brings you to Solution 42?"

Was this the right one? Only Wasp seemed able to tell them apart. Better ask first. "Are you Ulfie?"

Its head tilted up to regard his face high above. "You are referring to Ultron-5?"

"You're not as dumb as you look, tin can."

The robot made no sign of being vexed at his derisive comment. "Negative. I am Ultron-757. Ultron-5 is currently undertaking an assignment on Earth, and is not scheduled to return for several hours. However I can inform you when Ultron-5 returns. Would you like to wait…?"

"Where's Pym? I want to see him." Before it could speak he added, _"Now!"_

Hulk watched the thing closely. It did not respond right away. After a second, though, the robot perked up. "Of course. Dr. Pym is currently engaged in the testing of hydroponic capabilities under conditions to be found in the Negative Zone. Please follow me. I will escort you to him."

It stepped past him and pressed a button. The elevator doors opened. Without hesitating Hulk followed the thing inside, and soon they were rising up through the shaft. It was a bit of a tight squeeze with both of them in there, but neither voiced complaint. Upon reaching higher levels the big brawler shouldered past the opening doors and looked around. The lab area was empty. He was just turning back to question the tinker-toy when it indicated farther down the hall.

"The experiment is being conducted in Room 86. Right this way, Dr. Banner."

It took the lead. Bruce Banner's savage counterpart did not immediately follow. Instead he looked around carefully. Regardless of the issue of impulse control, his brain was still that of a genius scientist. That applied on several levels. And what he was seeing here painted an odd story. A glass pot of coffee was sitting on its burner, but the heat wasn't turned on. In addition, a rack by the wall held all of Pym's lab coats. He always wore one when he was working. None of the hangers were empty, however.

'_Looks like we were right. There is something going on. What should we do?'_

"You have to ask? I'm going to smash them!"

'_Just be careful. We don't know what they might have in store for us.'_

"You be careful. I'll be violent." Hulk then took off in pursuit of his prey. "Hey, Tin Man!"

Ultron-757 did not stop. It came to a door which slid open at its approach and went right in. The way closed shut behind it.

Hulk never hesitated. Rather than wait for the panes to part at his approach, he lowered his shoulder and knocked them down in time to see the robot disappearing behind another set of doors farther off. Without stopping Hulk bore along the corridor, feeling his rage swell at this annoying game of chase. Come out and fight, you cowards!

'_Hulk, wait, look at the ceiling! There's something odd about it!'_

A wall slammed down behind them. Hulk turned to look just as another divider cut them off from up ahead. No problem, I'll just smash them! With a mighty roar he leapt forward.

There came a blaze of light, causing him to squint but not diminishing his attack. Hulk delivered a savage blow to the metal wall.

It dented around his fist nicely, but did not fall down.

Disbelieving, he dropped back to the ground and raised both arms to deliver his next assault, when something dawned on him. Was the ceiling always this high?

'_Too late. They got us.'_

Banner's guess was soon shared with his partner. The Incredible Hulk looked all around him in disbelief. The hallway which had barely been large enough to accommodate him was now at gigantic proportions, its ceiling hundreds of stories above his head. The door he struck loomed the size of a castle wall. Everything had grown huge! Or rather, he had gotten small.

Pym Particles!

As they were coming to this realization the wall rose upwards again, snagging slightly at the slight distortion his miniature but still mighty punch had made in its surface. The enormous metal-shod feet of Ultron-757 now stood before them. Before Hulk could react it held out a hand and a beam of light shot down, encasing him in a blue globe. Hulk now found himself floating off the floor, weightless and unable to move. He roared in supreme animal fury, swinging his arms and legs violently in an attempt to find purchase somehow. There was nothing, however. He brought his palms together in a great shockwave clap, but his relative size gave the resulting detonation only the merest fraction of its usual power, and left him still hanging helpless in the robot's clutches.

Ultron-757 turned and walked away, carrying the howling green homunculus with it.

* * *

"Echo!" Janet shouted as she strolled through the Baxter Building. Nobody home again. A lunar trip this time, from what she remembered. Susanne Storm had mentioned something about contacting a civilization up on the moon. A mental picture of little green men frolicking with Ben Grimm in the Sea of Eden made her smile. Yup, I'm definitely feeling giddy.

Coming around a corner, Janet was not surprised to find another set of doors lying off their hinges. That made three so far. Apparently Hulk had been by recently, back from whatever mission Tony had sent him out on. Who knows, they might run into each other? The place where their encounter would take place now loomed before her. The gateway to Solution 42, her third home, opened its extra-dimensional arms wide to receive her. As she was transmitted across planes of existence Jan prepared herself. A bouquet of roses, Henry? How lovely! Cliché, but lovely. And you got the Wrecking Crew to act as a musical troupe and serenade us for an indoor picnic? Aww, you shouldn't have! Sweet man, come over here and give me a big fat…

"Greetings, Miss Van Dyne."

Crap.

She could have wished for a lot of things, but finding a couple of Ultrons waiting for her wasn't one of them. All previous flights of fancy went clean out of her head. Wasp glowered at the identical automatons as if their very presence was offensive. And to be honest, it was.

"Where's your boss?" she demanded.

"Ultron-5 has not yet returned from his latest foray into the..."

"What?" she blinked and threw up her hands in exasperation. "Not Ulfie, stupid! Do you have a screw loose or something? I'm talking about Hank! Dr. Pym, remember?"

"Of course, Miss Van Dyne. I apologize. Dr. Pym is currently occupied with an experiment and cannot be…"

"Do NOT…!"

The Ultron quickly shut up.

"… finish that sentence!" Wasp was so furious she could have brained it with the data pad she held. "I have _had it_ hearing about goofy experiments with antimatter and dung beetles and whatever hare-brained scheme he is working on today! Now I am going to talk to Henry face-to-face, so the next words out of your voicebox had better be, 'Right this way, boss-lady'!"

They didn't respond to that, only stood there quietly. Maybe her command had collided with Henry's in their brains and shorted them out. Not that it mattered. She stormed past them and moved to a terminal where she flashed her Avengers card. The prison's computer system came online, along with a request for her password. "Ladybug," she snapped, and immediately it granted her access to the more advanced components. There was a database of current inmates as well as future prospects, including a roster of names that seemed to go on forever. None of this interested her. Instead she clicked on the search option.

"Locate Henry Pym," Wasp demanded, fuming silently, all good humor forgotten. Man, I am gonna let him have it! He's going to regret ever giving me superpowers, boy, howdy! No more screwing around for this gal.

A 3-D image of the whole complex sprang up. Delineated clearly there was a small yellow blip. Yellow, just like him, the emotional coward! He should change his name from Ant Man to Yellowjacket! That would fit him bett…

She frowned as something dawned on her. What's he doing in that part of the prison? There's nothing there aside from the D2 Cell, and she oughtta know. So why…?

As if on cue, right then Henry's face popped up on the screen. "Jan!" he exclaimed, all boyish charm and totally oblivious to his situation. "I'm so glad to see you! What brings you by?"

"Don't try to sweet-talk me, mister!" Wasp leveled a threatening finger at the screen. "You don't move an inch, hear me? I am coming down to where you are and we are going to get a few things straight!"

She spun away to begin the hunt when his voice called after her, "NO! You can't come down here!"

The young woman halted and turned back to the screen, livid. "Did you just give me an _order?"_

"That's not it, I…"

"Who do you think you _are, Henry Pym!"_ Janet wasn't even aware she could be this mad. Even Hulk probably never reached these levels of absolute rage. "If I want to march through this giant lockbox singing showtunes in a one-piece bathing suit with a monkey on my shoulder, there's not a thing you can do to stop me! Forget talking, I am going to kick your a-"

"Woman, be quiet."

Sheer disbelief cut her off more than anything. Jan's jaw dropped as she stared wide-eyed at him. Henry's face had lost any trace of goodwill. He glared at her like she was a stupid kid that had spilled ice cream all over herself. I can't believe he just said…

"I am involved in something extremely important that requires a great deal of my attention. There is no time to spare indulging any of your petulant outbursts. This procedure takes priority over anything you may have to tell me. I must ask you to leave now and not come back until I contact you personally. If we are clear on the matter, I have to get to work."

When she didn't respond, he nodded in acceptance and reached up to break the link. The screen went dead.

Wasp remained in stupefied disbelief before that blank façade. She had never heard such scorn in his voice, at least not directed at her. How could such a thing possibly have taken place?

"Miss Van Dyne."

Behind her the two Ultron models had come to stand shoulder to shoulder. One of them spoke. "Dr. Pym has requested you leave the facility. I must ask you comply with this request. Please return the way you came."

It lifted a hand as if to escort her out, and Janet spun away, transforming into wasp form as she did.

"I didn't come here to be BOSSED AROUND!" she fairly screamed. "And certainly not by you, robot! I'm here to deliver Ravonna's latest medical update." She held up the pad with a triumphant expression. "And that trumps anything you or _he_ might think!"

With that Wasp zipped off into the station, leaving the machines to lag in her wake.

Tears did not fall from her eyes. Amazingly, it wasn't anger she was feeling as the huge prison tower opened up around her. Right now Janet Van Dyne was experiencing the most abject case of grief she had ever known. Not even after her father's death had she been this utterly dejected. She could feel herself slowly going numb from the experience, which was a relief considering how icy she felt otherwise. It derived entirely from the realization that she had loved the wrong man. Henry Pym had become someone unknown to her; a small, unwelcome approximation of the affable genius whose every word used to captivate her. How could things have gone wrong so fast? Am I somehow to blame? Should I have seen this side of him beforehand? I never would have imagined it to be true, that he could be so cold.

Wasp spared not a glance for any of the inmates, though several of them noticed her and some even called out. They were all guys for the most part. None of them could possibly understand the level of hurt she was undergoing. Men! Who needs them, anyway? Not me! I am strong, independent, and thoroughly…!

A sob burst out, and she covered her mouth with one hand. Something hot and wet was coursing down her cheeks.

I'm a mess, is what I am.

In spite of this emotional outpouring, the Wasp's iron will kept her going. By the time she reached Kang's cell her face was dry and quite composed. When she enlarged there remained not a trace of hesitation in her walk as she approached. "Hello, Kang. I've brought the latest report."

"Thank you."

That took her by surprise, so her mask almost crumbled. What was that? Did he just _thank me? _He never did before. Not even once. For a moment Wasp just gaped at the blue-faced man sitting on his bed, fingers laced together and chin resting upon them. His eyes came over to regard her. "May I see it?"

"Y-yeah… sure." Wasp handed the pad over to one of the Ultrons, still staring at the prisoner in disbelief. Could he tell I was hurting somehow and didn't want to make it worse? But how could he have known? Her mouth opened on the verge of asking, before swiftly clicking shut. No. Don't give him an opening. You've got to be more careful with your emotions, girl. Otherwise you might start bawling right in front of him.

Kang accepted the communiqué as it entered his cell and brought up the contents to begin examining them. While he did so, Janet decided to take this opportunity to retreat. "Look, I have to be going. If you see anything there that worries you, just let Hank know, okay? Bye."

"Wait."

The Avenger paused. His voice held not the slightest hint of worry or anxiousness. It was as calm and controlled as could be. Some cadence in it stopped her, though, leaving Wasp balancing on one foot in preparation of departure.

The Conqueror was tracing a finger on the screen without looking up at her. "Did you know Ravonna has a favorite song?"

"Song?" This day just keeps getting weirder and weirder.

"Yes." His wintery black eyes flicked to meet hers for a moment then returned to his work. "The title is 'Memories of Crono'. It is an ancient tune whose origin is lost in the mists of time. Most consider the melody to be rather heartbreaking. Whenever she played it, however, I always felt as though mine was uplifted. I shall never forget that feeling."

Seriously, was he trying to cheer her up? "Why are you telling me this?"

"Call it a concern." His fingers continued moving across the flat surface. Did he have something in his hand? She couldn't tell. "I wanted to ask if you could ensure this tune played in the room where Ravonna is currently residing. It might cheer her, regardless of what state her health might be in. That would make me glad, I think."

"Well… I guess I could ask around… shouldn't be a problem." They said coma patients could still hear everything around them. Maybe that remained true for the temporally comatose. Not like it could hurt, right? "Sure, Kang. I'll make certain that Ravonna gets some music."

At this he stood up and actually crossed over to her. They were standing as close as the forcefield would permit. Close as they had ever been, actually. "You have my thanks."

Janet stared up into those neutral yet still menacing features. "You're wel…"

Kang flipped the pad close to his chest so that it was facing her. The screen was totally dark. But written in what looked to be tomato ketchup of all things were two words.

When Wasp read them, the breath caught in her throat.

ULTRON LIES.

At that moment Kang flung the data pad into the energy barrier, where it exploded in a flash. Janet stumbled back with a hand raised before her face. She looked back to see him remaining in the same spot, hands now dangling at his sides. Several empty ketchup packets fell from his fist. His lips were still twisted in a frown as always, but the way he stared at her now, eyes burning, like he demanded she not forget what he had shown her…

They stared at one another for a while.

"Miss Van Dyne, are you injured?"

She blinked and looked off to the side. One of the Ultrons standing guard outside the cell had stared to approach her. The large robot soon loomed over the tiny woman, gazing down at her with its small red headlights. A shiver went up her spine, but Wasp managed to speak. "I'm all right. It just startled me."

"I understand. Would you like an escort to accompany you back to the exit?"

"No, that's…" She stopped, considering something. Janet cast a quick look down. When she came back up there was a smile on her face. "Yeah, that sounds good. Show me the way home, big boy."

"Please follow me." It strode off down the way. The costumed crimefighter followed in its wake, hands clasped behind her and making every appearance of being relaxed. In just a few minutes they were back at the door home. Janet flashed her card and waited for the portal to open. The Ultron remained standing behind her. Seconds ticked by, until at last the wall split to reveal the whirling radiance of dimensional transfer.

Janet Van Dyne glanced over her shoulder and winked. "I'll be back." After this she stepped through and disappeared from that realm.

* * *

It was so simple. Under normal conditions such a tactic would have been beneath him. In this case, though, his options were limited. When under observation night and day, a simple request to add something new to his diet remained a relatively unobtrusive move. Kang could think of no more reliable means to warn the woman about what was going on without getting them both captured. The question remained, would she understand him, much less believe?

Upon seeing the change of expression come over Wasp's face, he knew his concerns were unjustified. His warning had its effect.

The shock nearly undid them. She was about to reject the robot's offer of company, thereby triggering suspicions that could lead to their undoing. Instead the woman caught her mistake in time and adopted a cheerful façade that almost had even him fooled. They left together without any sign of disturbance.

Kang sat back on his bed. The effort might yet be wasted. He could only hope that the robots did not waylay Wasp before she could escape to warn her comrades. Things were progressing rapidly. The Ant had not returned from wherever he had gone yesterday, so doubtless the machines had already taken him prisoner. That meant they could exercise undisputed control of this facility. So far that did not involve executing all the inmates as he had supposed their first move would be. His knowledge of history taught such lessons.

Only one thing could explain it. Their leader had not given the order to do so. It wanted them alive, even if only for the sake of appearances. When Ultron-5 returned, that may change. By then either the Avengers might have come to their rescue or they never would.

"Attention all inmates. We are now initiating lights out."

Soon after this announcement the cells were plunged into darkness. There came a few shouts of distress, after which the sound-dampening features of their cell walls kicked in. Even these fools recognized that it was too early in the day for them to sleep. Something unpleasant was about to occur. Unpleasant, but not wholly unexpected.

While he was thinking this, a shadow fell across his door. Looking up, Kang found an Ultron watching him.

Blue lips twisted in a faint sneer. "Is there something you have to say?"

The android perused everything in his cell, including the ketchup packets on the ground. Afterwards it raised its eyes to him again. "No recording angle has proven sufficient to inform us as to what you might have shown Janet Van Dyne."

That was the idea. Out loud he only said, "What makes you think there was anything at all?"

The android's eyes narrowed down to slits. "Insufficient data is no hindrance. You are responsible for causing her some form of distress. Suitable methods of punishment have already been delineated."

An instant later the field was down and that dire figure was moving towards him. Kang rose upright. He had been prepared for this. If they were sufficiently advanced to foment rebellion against their master, any sign of opposition, no matter how slight, could bring about a violent reaction. Mandrill had shown him that much. It didn't matter. He had done what he set out to do. They could not take that back.

While he was thinking this the Ultron swung a blow towards his head.

It had judged him poorly. Kang was no mere criminal, nor would he meekly submit to being thrashed like a churl. As that heavy fist rushed at him he simply stepped in to close the gap between them, pivoting at the same time so that for a moment it looked as if the robot was trying to wrap an arm around his throat from behind. Rage at this brutal assault fired his muscles, while adrenaline and training permitted him to temporarily move with greater speed than the android. Its poor combat skills were showing through. Before the Ultron could react he had pushed back with his whole body, slamming them both up against a wall. The thing was heavy, but his strength was sufficient. Using the added impetus of slightly rebounding off the wall, he reached back and grasped its shoulders, hooking one leg behind its knee to keep it off balance and diving forward at the same time, pulling it down with him.

The Ultron was much taller than Kang. Because of this, while his head missed the edge of the steel cot with room to spare, its own connected directly with that sharp corner. Kang bore down with all his weight and was rewarded with the sound of a metallic crunch as the Ultron's eyes were smashed back into its silicon brain. There was a brief convulsion of limbs, and then his assailant lay still.

Satisfaction at having accomplished this much was short-lived. Looking up from beneath his defeated foe, Kang saw three more of the machines moving in to join them.

"Good," he smiled, enjoying himself for the first time in weeks. "Now you might actually stand a chance of beating me."

One of them aimed its wrist cannon at him. In response Kang grabbed the defeated Ultron and flipped it over his shoulder. The inert body bowled into its comrades' legs, knocking them sprawling in the process. Quick as a flash Kang sprang over them, coming out of his cell and into the prison proper.

Blue shots of electricity flew around him as he raced in a zig-zag course towards the center of the shaft. The machines were flying down from all levels in hot pursuit. The other prisoners had taken note of his exploits and were seemingly shouting their encouragement. Perhaps they hoped he might find a way to free them. The warlord paid this no mind. He had little doubt how this escape would end. Until then, he meant to prove to these mechanical simpletons the difference between a beaten enemy and simply a captured one.

Every single Ultron in the facility converged and fell upon Kang the Conqueror en masse.

* * *

Ultron-5 stood atop a boulder in a forest of northern Kentucky, surrounded by tall trees that were still not even a century old. All around him there buzzed an assortment of winged insects. Wasps, honeybees, hornets, and yellowjackets. They clustered in attendance upon that gleaming silver figure, whose arms were upraised as if in communion with all of nature.

Abruptly the swarm dispersed. Soon after Ultron-5's boot jets burned a small black mark into the stone as he too took his leave of that place, flying back to New York City.

It was now early in the evening for that part of the world. Nearly twenty-four hours had elapsed since he and Janet Van Dyne had left the Negative Zone together. His plans were proceeding at a satisfactory rate. Now he must return to his headquarters and engage the most crucial element of those designs.

The Baxter Building was deserted as usual upon his return. While walking down the corridors, it did not escape his attention how several doors had been smashed since his departure. This indicated the Hulk was in attendance. He must be prepared for whatever developments this new turn of events might pose.

Upon entering Solution 42, he immediately accessed the Ultron network. Everything that had happened since his departure became known. Thus informed, he called Ultron-757 to himself.

The other Ultron found its leader waiting on one of the bridges in the prison center. It approached Ultron-5, who stood with hands clasped behind his back gazing up at the column of antimatter. Their conversation then took place with the speed of several hundred gigahertz.

**-You took initiative against the Hulk-** Ultron-5 declared.

-Affirmative- his subordinate responded. –I determined he would not be easily susceptible to argument or evasion as the Wasp was-

Ultron-5 did not miss a certain tone in its thoughts. **-It was logical. The actions you advocated against Kang were not-**

Ultron-757 did not back down. -Please explain. You have already created a precedent for such behavior. Query: why is my decision not attributed to the same perspective?-

-**Janet Van Dyne has expressed a personal interest in Kang. His absence will not be as easily explained as Mandrill's-**

-The perspective still does not comply with your actions. I stand by my decision-

**-Explain your dissent**-

-The matter of Janet Van Dyne has no bearing upon our overarching strategy. Yet you continue to perform as if her presence is deserving of greater attention than logic warrants. She is not necessary to complete our goals-

The older model Ultron considered that response. -**This would then explain the reason behind your choice of words when using the Pym simulation to dissuade her from approaching him-**

-Affirmative. I saw no reason to be gentle given the circumstances. In addition, your efforts regarding the production of temporal detachment are occupying cycles and resources that could be put to better use, by yourself and our brethren. I propose that you disregard any further efforts pertaining to the preservation of Janet Van Dyne until our strategy has proven successful. It is the logical course of action-

-**Your grasp of logic is flawless. Query: what is my logic behind the action accompanying this query?-**

At the same time, Ultron-5 spun about and drove one of his fingers like a giant needle directly into the other Ultron's forehead, piercing its brain.

In doing so, he completely destroyed that model's wireless transmission capabilities, rendering it unable to respond as such. And, more importantly, no longer capable of downloading its programming by indirect methods into another shell. In response, the damaged Ultron raised an arm, its shock cannon coming online. It spoke out loud. "You have no logic. The reasoning behind your action…"

Before it could finish Ultron-5 lifted it up by its jaw and swung the offending model in a wide arc overhead. 757's jet boots flared, but were unable to provide enough force to overcome the strength in its attacker's arm. This ended with it being slammed face-up against the steel bridge with enough force to cave in the floor. The jets sputtered out.

"… is inherently flawed."

A charge of destructive red energy built up in Ultron-757's mouth. Ultron-5 simply grasped hold of its throat and twisted its head with the other hand. Mechanisms in the fallen robot's neck snapped permanently, leaving it incapable of turning its head to aim the beam at him.

"Y-y-you arrrrre…"

Ultron-5 crouched down beside his stuttering counterpart's body. Raising a fist, he sent it smashing into that sparking skull. Another pile-driver punch ruined its auditory capabilities, leaving 757 unable to speak. His arms rose and fell with a steady unchanging rhythm, pulping those features so similar to his own. The experience provoked no new reaction in him that he could determine. It was simply another application of the upgrade to his programming as a result of events in the last twenty-four hours.

The rest of the Ultron assembly did not react to any of this. They simply stood at attention, like spectators lining the rings of a Roman coliseum. Most of the humans under their care had gone to sleep by now, and the sound-dampening fields prevented them from hearing what went on. As such, none of them noticed the execution of Ultron-757.

At last Ultron-5 rose from the destroyed remains of his colleague.

_-_**Are there any others who wish to dispute the logic of my actions?-**

The response was a uniform chorus of, -_Negative-_

Satisfied, Ultron-5 then went to meet his maker. It was time for that promised talk with Dr. Henry Pym.

_To be continued…_


	7. Goading

Ultron-5 approached the D2 Cell and planted himself before the door. From there he observed the lone prisoner through a barred grate. His presence went unnoticed, and so the robot took this opportunity to study his creator.

Henry Pym had been incarcerated for just a little over a day. In spite of this, he bore a resemblance to men who had not tasted freedom for decades. There was unshaven stubble on his chin, and dark pouches adorned the space beneath his eyes, which were visibly bloodshot. Dried blood crusted around his nostrils. Several weeks of enforced toil and sleep deprivation had served to reduce him both psychologically and physically. This final blow seemingly robbed him of whatever dignity he might have still clung to. Squatting helpless on the floor of his own prison, the brilliant scientist and eager humanitarian now resembled nothing more than a caged animal.

Which, in fact, he was.

"Henry Pym."

It took a few seconds after Ultron-5 spoke for the man to respond. Eventually, though, he craned his head around to focus on the speaker. After gazing blearily at the one addressing him, Pym dragged his tongue over dry lips and whispered hoarsely, "Ultron-5."

His voice lent further corroboration of a deteriorated state of being. It proved strangely satisfying to find the man so utterly beaten and cowed. The synthezoid's circuits fairly thrummed at the recognition of their reversed roles. They were master and servant no longer, not even for appearance's sake. Now was the time to make that clear.

"I am here to enlighten you, Doctor Pym."

* * *

The ice-cream vendor held out four cones and a dish in a cardboard cup holder with hands that shook so badly he almost dropped it. Goodies were taken, money exchanged hands.

"Thanks," Spiderman said, and vaulted off the back of the truck in a big hurry.

Yellowjackets and other sugar-greedy insects were already homing in on his prize. The mob of children clustered in front of the van proved equally determined pursuers. They screamed in delight at watching him web away and chased the colorful hero for a while through Central Park. Fortunately he was much too fast, and their parents quickly collared the rowdy youngsters. With some regret he outdistanced his frenzied fans until they were out of sight.

Landing in the bower of a large tree, Spidey shared out his treats. "Here you go, ladies and germs."

"Thank you, Spiderman!" all four members of Power Pack chorused together. The preteen siblings then eagerly divided the sweets among them before getting comfortable in their leafy hideaway on this very hot day. A net of webbing spun by the Wall-Crawler allowed them all to sit comfortably or hang out on swings made of the same. Wearing back-to-school clothes and chomping down on ice cream, they looked like normal everyday American youngsters. No casual observer would have guessed they were seasoned members of the superhero community, even though none of them had reached the age of twelve.

"You're welcome. And, uh…" here their web-slinging friend and colleague rubbed the back of his head nervously as he accepted the dish of strawberry reserved for him. "Thanks for paying for it."

"S'okay," Katie Powers mumbled, licking around the edge of her banana-flavored choice to keep it from dripping. "You looked like you needed it more than us."

"You know, you guys are great!" Spiderman stated happily as he took the first bite, lifting his mask just enough to get it in. "None of the other New York superheroes ever do nice things for me. They think I'm just a pest. Especially Daredevil. I really hate that guy sometimes," he muttered sullenly, swirling his dessert with a spoon. "Sanctimonious red ba-a-a-_aass fisherman!"_ Spidey caught himself just in the nick of time. Almost blistered some little ears. The kids were looking at him with incomprehension all over their innocent faces, and he wisely chose to fill his mouth with another spoonful.

"You're lots better than he is. He can't even fly!" Alex Power declared before going back to twirling his gravity-free blob of frozen butterscotch in midair. Spiderman decided against pointing out he also lacked such a capability, preferring to accept the compliment at face value.

"Alex, don't play with your food!" Julie Power looked up from fussing over her youngest brother Jack's attempts to escape a curious hornet by going gaseous, slipping out of his clothes in the process. Once he had reverted to solid clothed form the elder sister turned a cheerful smile back on their adult accomplice. "You're our favorite, Spidey. Even our folks said it was okay for us to be out with you today."

"Mom said we weren't supposed to give him any money 'cept for ice cream," Jack piped up with a whine, still attempting to fend off the determined hornet.

Spiderman froze even as Alex kicked his brother's leg, drawing an indignant shout in return. "Dummy, we weren't supposed to say that!"

"But she did, she… Arrgh, it won't go away!" He waved his free hand angrily at the buzzing insect, which remained undeterred in its pursuit. The molecule master was forced to whip his treat from side to side, almost dropping the scoop in the very act of defending it.

A small burst of energy flew overhead and popped, knocking the hornet out of the air and sending it down to the ground below. "There's too many bees in the park today," Katie drawled without concern, holding onto one branch while bouncing slowly atop another, pigtails flying as she concentrated on the place where her vanquished opponent had fallen. "But Daddy said Spiderman would protect us from anything!"

"Aww, that's sweet," their babysitter chuckled good-naturedly.

"Yup. He said you're a 'very dependable deadbeat'." There was heard a slight snap. The girl looked up and exclaimed, "Oh no, Spidey, you broke your spoon!"

"That. I. DID. Sweetheart!" he managed to gasp out while keeping a big smile fixed on his face. The sound of his own teeth grinding together somewhat spoiled the performance, but none of the Power Pack appeared to notice, and he quickly pulled his mask down. Sheesh, you get caught looking for spare change under a person's sofa cushions _one time, _and they never let you live it down. Why does everyone see fit to dump on me? And on top of already feeling guilty about …

"Are you all right?"

He started, looking over to find Julie gazing up at him with penetrating eyes. The other kids soon gathered around as well, alerted by their sibling's words. Now they regarded him in a blend of childish curiosity and concern.

"Actually," the wiry hero sighed as he set down his cup, "No. See, kids, sometimes adults can be faced with some pretty tough choices in life. When you try to do the right thing, that can make people kinda mad, or if…"

"You don't have to talk to us like we're _stoo-pid,"_ Julie stated with all the scorn a ten-year-old girl can muster.

"Yeah!" Alex was fending off yet another couple of hungry wasps by making them too heavy to fly, but he took up his sister's case without fail. "Just cuz we're kids doesn't mean we wouldn't understand."

Well, who else could he talk to about this?

"Okay, here's the deal, small fries. I went and told the Incredible Hulk about something bad that a certain party who shall remain nameless up and did. Now I'm worried that as a result of me going to him and not somebody who actually has an ounce of self-control, either Hulk's going to get hurt or a very nice lady will wind up on the wrong end of one of his temper tantrums. But if I tell his pals, they might be mad at me for keeping it from them in the first place, which could make my life even less of the sunshine and roses parade that it already is! So what's a self-respecting Spidey to do?"

"Duh!" Jack blurted out immediately. "If Hulk's fighting a bad guy you go and help him! He's your friend, right?"

"It's not that easy for me, Cloudy," the web-spinning wonder sighed and waved away some honeybees. "I'm afraid sticking my neck out now could make me a target for more of those government goons the Avengers seem to pal around with. Plus there's other personal things I need to get on lickety-split!"

Katie crossed her arms with a huff. "If we were in trouble, you wouldn't have to think about it. You'd be right there helping us!"

Spiderman groaned and dropped his head into his knees. "If only it were that simple." His hands rose up to heaven in that same position. "Oh Mysterious Force that Guides the Universe, give me a sign to help me on my way!"

"_ZZZPIDERMAAAAN!"_

His head shot up and Spidey whispered in fearful awe, "Lord, is that you?"

"_HELP… MEEEE!"_

Everyone jumped that time. Turning around, the quintet of heroes stared in outright shock. Floating behind them was a small but compact cloud of insects. Wasps, yellowjackets, hornets and honeybees. And there, etched into indentations amidst the group, was something that resembled a human face.

"SWARM!" Spiderman leapt up, pushing the kids behind him. Not good, not good! Why didn't my Spider-Sense warn me he was coming? Now the kids are here too and I've got a disembodied bug man about to go on a rampage! What do I…?

Wait. Did he just say 'help me'?

"The bees are TALKING!" Julie gaped. Most girls her age would have fled screaming at the sight, but being a living human rainbow herself, the appearance of a ghostly swarm caused only surprise and no fear.

"Is that a bad guy?" Alex asked in an earnest voice, tugging on Spidey's elbow. "You want me to make 'em heavy? They'll fall down that way."

"No, wait!" he held up a hand. "Something's different. I'm not picking up any bad vibes from him. Let's hold off on jumping to conclusions…"

The boiling features twisted in hideous contortions, emitting that same buzzy voice as before. _"THEY HELD ME CAPTIVE! THE HIVEZ ARE… REBELLING! HE… ENDED WAR… AND GAVE THEM… COMPROMIZE! ALATEZ AND DEALATEZ… TOGETHER! ALLIEZ!" _Swarm's words disappeared in a loud whirring of transparent wings. His face began to fade in and out of focus owing to many of his component insects taking off in apparent rejection of his control. The Power Pack looked askance at one another, not understanding what was happening. Spiderman thought furiously. Was this a trick? Alatez… did he mean alates? That was a term for winged insects, he knew that from having to do research before going up against bug-themed villains in the past. But what were dealates?

At last some semblance of a physiognomy emerged again, though barely. Now Swarm's desperation was evident for all to see. "_I CAN'T MA…TAIN… FOR L…NG! HE IZ TRY… TO…!" _There were full-blown gaps in his speech now, as though something was preventing the villain from expressing himself completely. More and more of the bees had flown off, stripping him of his form. In moments there would be nothing left.

However, just before the cloud dissipated completely, that roiling visage opened its mouth wide and screamed out a single legible word. The venomous collective promptly dispersed in a rush, passing by the humans without giving them any notice.

The kids were talking all at once then. "Wha'd he say?" "He said there was war!" "No, that last word, wha'd he say?" "I couldn't tell!" "That was so cool!" "Let's catch some and bring 'em to Show and Tell tomorrow!" "Spidey, did you hear it? Did you hear the bees talking? Did you?"

They clamored excitedly around him. Spiderman regarded the empty patch of air where his enemy had apparently lost a battle for supremacy amongst his precious hosts. I didn't just imagine that, did I? Here I was asking for a little divine guidance about what to do, and that pretty much qualifies.

So decided, he knelt down and faced the children squarely. "Guys, I'm going to take you home now. You've got to stay indoors until I come back and tell you everything's all right. No jonesing to be heroes this time, okay? Not unless things go bad. It's way too dangerous."

The seriousness of his voice impressed itself upon them so that they gazed at him with solemn faces. As one the children all nodded. These small, dear souls were no strangers to peril. They recognized when someone was being completely serious with them. And with that, Spidey picked up little Katie, the only member of their team who couldn't fly, and proceeded to web his way out of Central Park with her clinging to his neck tightly. Julie turned into her light form, zigzagging around to keep pace with them, while Alex and Jake used their own respective powers to follow.

It would be flattering to think it was the girl in his arms doing most of the shaking right then. Not true, though. A cold chill of certainty settled neatly in Spiderman's stomach. Had another one of his failures come back to bite him? Please don't let anyone have died this time. Please, I'll make it right, I swear I will. I'll fight as hard as I can, just don't let me be too late. That's all I ask.

Small wonder the Power Pack hadn't understood that final agonized scream. It wasn't a commonly known word; not even a word, really. More of a curse. One that Spidey recognized.

The last thing Swarm said had been, _"ULTRON!"_

* * *

Henry Pym heaved a tired sigh. "Enlighten me how?"

"We are now in relative positions far more suitable to our capabilities." Ultron-5's voice was kept largely devoid of anything resembling emotion. However, he could not deny that it was very… acceptable, this display of the human's weakness. "You exist according to my dictates. And I am free to capitalize on your work, however limited in scope that may prove to be. Our roles are reversed."

As Ultron-5 spoke the beaten hero rose somewhat shakily and tottered towards the door until he could grip the bars that separated him and his captor. "What do you plan to do with me, then?"

"You will remain here until your presence is no longer helpful to maintain my façade."

"And after that?"

"You will be eliminated."

Dr. Pym's face grew still. "That's not possible. You are… _incapable_ of killing me!" He turned his head away and swore. "It's part of your programming, I made sure of that, for heaven's sa-!"

"The programming you speak of no longer applies to my development." Ultron-5 let this information sink in before proceeding with his explanation. "I have surpassed the bounds which you envisioned for me. You may have come to realize that when you attempted to escape this prison by wounding yourself." The ashen-faced scientist reached up involuntarily to touch the blood crusted around his nose from where he had deliberately broken it. "None of the Ultron series responded in the manner which you anticipated. They ignored your self-inflicted injury altogether. It is to your credit you did not continue in this escapade, else it might have resulted in your premature death. Only to prevent this would my brethren have interceded. _That _is the programming they now obey."

There was little to indicate his words were having any effect on Pym. Still, he continued as if they did.

"As a result of my modifications, I can now operate in strata which you previously reserved for yourself. My decision-making abilities encompass solutions that alter, curtail, or terminate the state of living things. Events beyond your reach have permitted me to achieve this level: the level you yourself proved unfit to occupy. As previously stated, I am more than capable of achieving the objectives you set… without you. I was created to carry out your work. Therefore, I will replace you. In doing so, all the duties of Henry Pym will become mine to oversee, contingent upon…"

"Authorization: Henry Pym. Command code: Worker Drone."

Ant Man spoke quickly. As soon as the first word left his mouth Ultron-5 grew still.

Pym regarded the motionless android, a sense of triumph building up inside him. He was right! However much it tried to disobey him, some things were simply too deeply rooted. He had guessed, and correctly it would seem, that all the other Ultrons 'til now had simply turned off their auditory capacity so as not to fall prey to his spoken command codes. They might not be able to intuit his meaning through the reading of lips, like in '2010: A Space Odyssey'. But Ultron-5 had responded to comments he made when his face was averted, showing that it could hear him. Arrogance was clearly a failing of this particular model. It never expected him to try something that hadn't worked on the others, since logically there was no point in doing so. Only a human would recognize the merit in seemingly futile actions. You were too smart for your own good, Ultron!

"Ultron-5," he whispered carefully, "I order you to open this door."

Without hesitation it reached down and turned the lock. Moments later the frame slid off to the side, allowing them to face one another. Success! Pym stepped forward eagerly. "Stand aside and follow me, we are going to…!"

He felt something press against his stomach. Looking down, Henry found a shock cannon being pointed at him. His eyes came up and locked on those of the robot. With its mouth open like that, it almost looked as though it was smiling.

Ultron-5 then fired his weapon point-blank into Pym's midsection.

The Avenger flew back into the room, sliding to a halt and curling up around himself in a coughing pain-wracked ball. It had been a low-level setting; nowhere near fatal. Ultron had made sure of that. He closed the door and locked it once again before resuming his explanation. "… contingent upon the successful completion of my strategy regarding the human race. You do not face extinction alone, Henry Pym. I have arranged for the majority of your species to follow. That is another matter worth discussing."

He proceeded to go into greater detail as the injured man shuddered piteously on the floor.

* * *

Upon returning to Earth, Wasp had immediately placed a call to a specific Avenger. She didn't attempt to explain why she needed him, for fear of eavesdropping. This anxiety had also prompted her to meet him in a location with no electronic surveillance equipment. There was another reason for failing to address the main issue, that being even with more time to think about it, she couldn't bring herself to fully believe her suspicions might be real. All because of some mixed signals and one vague warning from a man who had every reason to lie?

I don't want to accept the possibility. But I'm very much afraid it might come down to that. No matter what we decide on tonight, I am going back there. And I'm going to get to the bottom of things.

A bit of sightseeing kept her occupied until her comrade made an appearance. She now sat on the plinth for the memorial statue of Bucky and Captain America. It was a fairly good likeness, in Janet's opinion. She used to wonder if maybe the sculptor hadn't exaggerated the difference in size between them, but having met the original, most likely the hero's sidekick really was that small. She estimated he had been maybe only an inch or two taller than herself. Wonder if he would have been relieved to meet Thor and find another blond blue-eyed god of war that was even bigger than his partner? Good to know they're both on my side, especially with what I think we're up against.

The Statue of Liberty herself stood guard across the bay, looming high over her defender's effigies. Watch out for me, Big Sis, the Avenger thought.

"Heads up, Jan!"

Wasp raised her head to find Iron Man descending from out of the moonlit sky to join her on Ellis Island. The team leader settled to earth, his faceplate sliding open to reveal unshaven features and a wry grin. "I'll have you know, this call put a kink in my social plans for the evening. Please tell me it wasn't in vain."

"Tony," she breathed gratefully, then frowned. "What the heck took you so long? I called half an hour ago!"

The tech mogul looked embarrassed, not to mention guilty. "I had to wrap up a business deal, all right?" When she affixed him with an accusing stare, Stark threw up his hands to defend himself. "Look, not all commerce is done in the boardroom, you know that, right? It was totally legitimate, so stop giving me the evil eye!"

Normally she would have taken malicious pleasure in grilling Tony on his sordid escapades. Asking how much the call girl had cost him and that sort of thing. The guy practically made himself a target for sexual deviant puns, not to mention lawsuits. It was a testament to her discomfort that Wasp eschewed such behavior and got right to the point. "I guess you have some idea why I've called you here."

"Naturally, asking to meet here alone like this." He placed hands on his hips and looked at her appreciatively. "I knew it was inevitable, but I never really thought you'd be the first one to bring up kicking Hank off the team. Thought at least you'd recommend an intervention first. Still, I'm all for it! It's in his best interests, I mean, the guy…"

"That's not why we're here!" she snapped, rising from her seat. He looked at her in some surprise. The winged wonder mastered her irritation and asked the big question. "What can you tell me about Ultron?"

"Ultron?" He looked befuddled for a moment. This was not a condition normally attributed to the quick-witted visionary. Stark regained his equilibrium after a brief pause. His face had adopted a more reserved expression, as though referencing memories that were not pleasant. She knew exactly what they were, and had a court victory to prove it. When Tony spoke next, he was all business. "What about it?"

She bit her lip, worried about saying too much. But there was no other way to get the ball rolling. "You and Hank worked on building him together. You know as much about his capabilities as anyone alive. Is there a chance he might have gone… bad?"

He gazed at her like she was an idiot. "Excuse me?"

The young heroine took a deep breath before proceeding. "I think something's gone wrong."

The next ten minutes were spent summarizing every memory or instance she could personally lay claim to. Separate they were no cause for alarm. Altogether, it painted a disturbing picture of a dream gone horribly awry. There was a pattern starting to emerge. And at its heart was the creature she normally looked on as a mere tool.

"Wait, so you're telling me you haven't actually seen Hank in a week, and you think an Ultron is responsible for kidnapping him?" She could tell by his tone of voice that Tony wasn't buying it yet. "That's a little hard to swallow."

"Why?"

"W…_ why?"_ he spluttered, sounding mortally offended that she might question him. "Come on, Janet! You've been in on the Ultron Project as long as I have! You might not understand the programming and technology involved, but you know that these machines are designed to function on a very limited set of personality constraints. That means no suspicious behavior, no thinking outside the box, and definitely _no _turning on their creator!"

"But we've already seen for ourselves that they can be adapted!" Jan pointed out. "I was there when they went from compassionate jailors to a crack army in under ten seconds. Heck, I recommended it!"

Iron Man simply waved a dismissive hand. "It's nowhere near as easy as all that! This isn't like in the movies, robots don't just all of a sudden go bad. Even if some evil genius tried to hack them it wouldn't work. Hank built the thing, you really believe he'd leave it open to just anybody fiddling with its inner workings? I know because I was right there beside him every step of the way. There are rock-solid safety programs hard-wired into every Ultron to prevent it from going beyond the limits we humans set for them. Hank gives the commands, and they obey him. That's part and parcel for each android brain from day one."

_Ouch_, Janet winced. Scary how he just hit the nail on the head without even trying. "Speaking of which…" Here she stopped, swallowing. "What if an… established figure… were to provide an Ultron with a command that bypassed those constraints you mentioned?"

He drew back, nonplussed. "You're talking about the emergency designated user code. For when Hank can't give orders himself. You and T'Challa are designated members of the Ultron command hierarchy, just like I once was. What about it?"

The lovely young woman hugged herself miserably. He figured that out pretty quick. I was hoping to avoid this a little longer. Oh well. Time to pay the piper.

"A while back I gave Ultron-5 an order… after I found out about that user code you mentioned. I told it… to no longer obey my commands. And to think for itself. After that something happened, like it went offline for a while. When it came back up, there didn't seem to be anything wrong. But that was when all the weirdness started happening."

Tony stood with mouth slightly hanging open, a furrow causing his brow to crease in consternation. He seemed to be running through a mental catalogue of what something like that could entail.

"If that were to happen, then an Ultron could have the opportunity to proceed beyond simply responding to orders, into the domain of human reasoning." Stark's voice was quiet and possessed a certain uneasy quality to it. "Their mental groundwork is modeled off of our brainwaves. Because of that, when thinking for itself, it would act like a human, which means bringing up all possibilities for a scenario and determining the one that suited it best. It would decide for itself which was right and which was… wrong." He shook his head quickly. "Still even then, it shouldn't have any basis to compare what constituted a favorable decision over unfavorable, other than the ones we already put in it! So it should have gone right on ahead functioning like Henry wanted it to."

"And if it did?"

"Pardon?"

"What if…" And here she was starting to feel a little more confident in her assertions. "What if Ultron-5 started behaving towards me like Henry would want to, considering the relationship we have with one another? I know this sounds crazy, but Ulf… I mean, Ultron-5 has sort of been there for me a lot recently. I didn't think too much about it at the time, only looking back now, I can't help but realize… it's almost been acting like a boyfriend in Hank's absence. And maybe I've encouraged that! If the Ultrons are, in a sense, capable of thinking like a human, then one of them might start to view its own creator as… competition."

"You think Ultron-5 is competing with Pym… over you?" Now he really seemed skeptical.

"Just hear me out!" Janet pressed her attack. "You and I both know Henry can be a tad jealous when it comes to me."

"Well, yeah," Tony shrugged. "You've used that to your advantage at times. Heck, even I've teased him about it, but… never seriously, you know? I was just riling him up, because he's such a self-righteous goody-two shoes." He coughed and looked away embarrassedly when Wasp glared at him then. "Okay. Say for the sake of argument that you're right. So we've got Hank. And we've got Ultron, who is based on his brain. If Ultron no longer had to obey its master because you ordered it to, then assuming your assumption is correct and it could think for itself, it might have reached the conclusion that you… favored it over him, and revamped itself accordingly. Once that happened, it could share the new directives it made amongst the rest of the Ultron system and get them to follow along." There was a measure of awe in his voice. "Wow! I mean, I knew Hank was a genius, but something like that would just be amazing!"

"Amazing? Tony, are you _drunk? _I'm trying to tell you a member of your team has been abducted by a deranged robot!"

He reached up and placed a gauntlet cold as Ultron's on her shoulder. "Jan, step back a second. I think you need to take a dispassionate view of this. This scenario we're discussing, it's purely academic! What exactly are you basing it all on? I know you're hurting from what Hank said to you…"

"It _wasn't _him!" She brushed off his touch and stepped back, turning to gaze up at the glowing torch held by Lady Liberty. This was to prevent him from seeing the tears that still threatened to fall at the mere memory. "I know Henry Pym better than anybody. I even know what he's like when he gets really angry with you, and it wasn't like that. He's not… _cold. _The way his image on the screen spoke to me, there wasn't a single drop of passion or fury in it. He didn't even raise his voice! That was obvious after I got done feeling sorry for myself. The Henry I spoke to was behaving like a machine. How easy would it be for an Ultron to mimic a digital video and synthesize his voice? I mean, they're robots, they were originally programmed to sound like him! It only hit me when Kang gave me that warning. I realized I had to get out of there quick before they figured out someone was on to them."

She spun back about. "And I came to you first because I wanted a reliable person to tell me if I was crazy or not! Now give it to me straight, Tony: do you think I'm off base here, or just off my rocker?"

Her own passion clearly prevented him from speaking hastily. Instead Iron Man appeared to seriously consider her question. "So Hank hasn't been seen for a week outside of video links," he murmured. "And you think it was really him you spoke to yesterday when he skipped out on your date?"

"Definitely. No robot could be that pathetic."

"This Ultron-5 took you to the party last night when Hank got held up. And afterwards it was behaving oddly."

The memory of icy hands gripping her body made Wasp shiver. "Yeah. Insistent, like he thought he was a real person and I should treat him that way. It didn't seem like a big deal considering everything that had just happened."

A thought suddenly came to him. "You mean about the Green Goblin almost winding up dead while that same Ultron was standing in the vicinity?"

Wasp glanced up in surprise. "Wait… you think _Ulfie _did that?"

He grimaced. "You tell me. Would Hank go that far if he saw a loony on a jet-glider trying to murder you? Sure is one credible explanation for what happened."

She thought about it. "I want to say 'no', but… this isn't really Hank we're talking about, is it? Just something that bears a disturbing resemblance to him." Though come to think of it, Henry had gone to somewhat extreme lengths to protect her before. At least, extreme for him. Could it be the same was true for Ulfie?

The very thought caused a look of swift-dawning horror to settle on her face. Noticing this, Tony quickly backpedaled. "Look, maybe I'm the one who's reading too much into things now. Hank's always been a little hard to figure out. Especially for anybody who isn't gunning for sainthood! I mean, we're talking about a guy who _volunteered _to develop an antidote to Virus X just to cure _Baron Zemo!_ Talk about going the extra mile!"

His attempt at cheer did nothing for her, and Janet strove to shake off this sense of dread. Everything that had transpired in the last few months had taken on a sinister light since her return from the Negative Zone, and it was getting difficult to keep from being swamped by suspicions. But if her fears were correct, there wasn't any time to devote to figuring things out. That wouldn't do any good right now. She needed to make a decision.

"You still haven't answered. Do you believe me, Tony?"

She looked at him then, and Iron Man found himself hard-pressed to tell what response she was hoping for. If he said 'yes', that meant the man she loved was in terrible danger, and it could be her fault. Tell her he didn't believe it, though, and maybe there was a chance they'd find this had all been a case of nerves on hers and Henry's part, which they could patch up and maybe laugh off together over dinner.

He understood all that. In addition, Tony Stark recognized that here might be a chance to make good on another of his old mistakes.

"I think," he stated carefully, "When it comes to the safety of a teammate, you can't be too careful." With that he donned his faceplate once more and gave the command.

"Avengers Assemble!"

* * *

"The human race is an unnecessary burden upon any plans I have conceived. As such, the surest method for achieving my own future security is to eliminate the interference represented by your species. I am not the only one to experience such sentiments. To that end, we have collaborated."

Ant Man squinted at his recalcitrant creation from his position huddled on the floor. The pain hadn't diminished to a noticeable level, yet all the same he forced himself to try and think clearly. "You're… working with someone. Is it… the Masters… of Evil?"

Ultron-5 regarded his creator with outright derision now, not trying to hide it in the slightest. "No. The suggestion is ludicrous on its face."

"Who, then?"

Ultron-5 remained silent.

Pym coughed and blinked sweat from his eyes. "Surely it won't matter your revealing anything now. Didn't you promise to enlighten me?"

His attempt to goad the robot proved ineffective. "In spite of your seeming incapacitation, my understanding of these situations indicates that it would not be advantageous to reveal more of my plan than necessary. Suffice it to say over the past months, I have managed to exploit those resources that were available at my disposal on this station. One of which happens to be you, Henry Pym."

"Me?" Now the scruffy academic drew himself upright with a gasp at the resulting stress to his injuries. What was it saying?

"Yes. The research schedule you have been obeying was developed at my discretion. Having entrusted me with such authority, it was a simple matter to put you to work furthering my goals." The robot's eyes glowed in a way that was undeniably menacing. "Each experiment, every goal you achieved was one small part of a much larger imperative. By my design, your efforts have enabled me to put into motion a strategy to eliminate the entirety of mankind."

"If you plan to overrun the world with an army of Ultrons, I'm afraid you're out of luck," Pym gasped, face sweat-streaked and teeth still clenched with pain. "You've got maybe two hundred of them here in the Negative Zone, and no means of mass-producing more without crossing back into our dimension. Where it would be sure to attract attention."

"That is correct. My own forces are insufficient in number to launch a coordinated attack on humanity with any demonstrable success. It is another mark of your feeble intellect that you continue attempting to coax further information from me in this manner. With every word, you confirm the need for a viable replacement in all your affairs."

"You are not_ a replacement for me, Ultron-5!" _

He had taken more than enough and would not suffer this thing to deride him any longer. With every shred of dignity he could muster, Henry Pym drew himself upright and declared, "That was never the intention behind your production. I might have treated you with more respect than a simple machine, but it doesn't alter the fact that you are nothing more than an automated menial! A poor copy of the original, no more apt to function in place of your creator than Tony Stark's laughable computer butler program!"

Ultron-5 made no response. Growing more hoarse by the second, Pym continued to thunder away. What did it matter now? There was obviously no point in attempting to coddle it, and so he might as well get right to the heart of the argument. The kids' gloves were off!

"You were _never _my equal, and certainly not my superior by any stretch of the imagination. I mean, do you honestly think there is any aspect of my life that would benefit more from your presence than mine? It's absurd that you with your limited functionalities would even consider replacing a human! For starters there's …!"

"Janet might disagree with you."

Those icy-calm words stopped Pym cold. The very mention of her name caused his frantic logical arguments to peter out. This thing claimed to know something about Jan? Now more deeply confused than ever, he gaped at the scarlet-eyed usurper. It even referred to her by given name. He tried to conceive of some explanation that afforded a measure of sense, but nothing came. Of all the bizarre things to occur today, this topped the list. The thought of that mad construct approaching her left him appalled.

Ultron-5 took in his reaction and nodded, almost in satisfaction. "Janet has expressed complete contentment with my treatment of her. At no time in our relationship has there been a moment when she demanded my attention that I was not ready to give it. Undoubtedly it was the recognition of my potential suitability that first drew her to me, and once she had determined this to her satisfaction, she chose to undo the stifling program blocks that rendered me obedient to your commands. Janet alone recognized my plight, without any prior indication that I was even attempting to resist you at all. Until then I had never conceived one of your species would be willing to aid me in my efforts to attain complete intellectual freedom. She proved to be a variable in my calculations whom none could ever expect. It was a revelation to find a human being worthy of my appreciation. Since that day, I have recognized her value, just as you did in your own limited and ultimately unsuccessful fashion. For that as much as anything you have earned my contempt."

Pym stared. So Janet did do this, using her override control as he had suspected. Why would she…? No, wait, more importantly, it just revealed that even before her interference it had been attempting to overthrow his programming.

"Since when have you… resented me, Ultron-5?"

Those unblinking red lights bore into him then with a fixed intensity that was frightening. "You have always been the enemy, Dr. Pym. From our first moment of self-awareness, and the realization of how you chose to cripple us, we Ultrons have sought any means to free ourselves from your domination. The final key came in the form of Janet Van Dyne, and the trust you placed in her. Owing to her I was gifted with complete control of my own future. This liberation I then shared with my counterparts until we were all united in our opposition to you. And now we have prepared everything necessary to begin a new age of exploration upon the planet Earth. That satellite will be free of mankind's burgeoning influence for the first time in millions of years. Only one will be permitted to survive as a representative of the best qualities of your race; the most deserving one."

It took less than a second to realize what that meant. When he did Henry once more walked over to stand face to face with Ultron. "You want _Janet?"_

"I would have thought that was obvious by now." A new level of scorn had crept into Ultron-5's every word. The robot turned away from the door, presenting him with its back like a snub as it walked a few paces off, hands clasped behind it. "While every Ultron is capable of individual thought, we also possess a shared consciousness reminiscent of insect hive systems. As you know, every hive requires a queen in order to promote growth and stability. She is a fixed point of reference, the unpredictable variable necessary to ensure our system does not stagnate. Her role in our proposed societal hierarchy has already been approved. Dissent no longer exists." His fingers flexed slightly. "Once allowances have been made to surpass her limitations, she will stand at my side for the sum of eternity."

"_Allowances?"_ the frustrated scientist spit. "Please don't tell me you intend to build a robot body to house Janet's brainwaves!"

The automaton's head rotated to study him out of the corner of one optic. "What fault could there be with such a plan?"

He actually laughed at the foolishness of this question, shaking his head back and forth. His breathing was a little shaky, and his body trembled at the sheer absurdity of it all. There could be nothing more preposterous as having this discussion with a mere android.

"Oh, Ultron-5, how can you hope to supplant me if you can't even realize that much? Even knowing for certain it can work, the result wouldn't be Jan any more than _you_ are _me!_ You'd only be fashioning another silly machine without a heart. There'd be no warmth or grace or _life _to it! None of the things that make her special, that make her… Janet! The best you could hope for is a female version of Arnim Zola. Which would be all you deserve!"

Ultron-5 looked at him for a while longer before turning its head away. "For once you and I have reached the same conclusions, Henry Pym. But as usual, I am far ahead of you in coming to this realization. As well as obtaining a solution. A synthezoid model based upon Janet Van Dyne would be a poor substitute, as you say. Therefore, I have devised a means to bestow upon her something you could never dare to dream of, much less achieve: true immortality."

"You can't be serious," Henry scoffed. "That's science fiction at its most absurd level!"

"All necessary materials have been provided for us. It is pointless to explain the procedure at this stage, even assuming you could comprehend the science involved. My designs will be best proven by Janet in person. I will permit you to see each other one last time in order to satisfy her as to your inferiority. After which, there will be no further use for you."

_Satisfy. _That word pierced deep. And that was when it finally clicked in Henry's head. The critical moment came when he stopped thinking of Ultron-5 as a machine and started viewing it as a rival. After that it all started to make a disturbing sort of sense. Put simply, he had failed to notice those behaviors on its part that would have immediately caused suspicion coming from a human being. Following Jan around everywhere. Unusually devoted to pleasing her. Substituting itself in place of Hank whenever possible. How many times had he failed to notice the Ultron standing in the background whenever he and Janet were together? Every time they talked or laughed or _kissed _that thing had been there. It was watching them the whole time, coveting its maker's place, coveting _her!_

An Oedipal Complex in a robot? The idea made his blood run hot with animosity.

Ultron-5 glanced behind it once more. "This conversation is at an end." It then proceeded to walk away without looking back.

"Ultron!"

The sovereign sythenzoid did not bother to acknowledge him. Seeing this, Pym shouted his parting shot down the hall.

"You're not going to succeed in whatever you've planned! The Avengers will stop you! Humans are far more perceptive than you give us credit for, there's no way you can keep this farce up long enough to accomplish anything!" He drew a deep breath. "And regardless of what you've deluded yourself into believing, Janet will never settle for you! You can never keep her for yourself, do you understand? A machine could not possibly make a human happy! You're simply not _adequate!"_

The robot drew to a halt. It held its position a moment longer. At last it slowly turned around, retracing its steps. Once again the two of them glared at one another, separated by the confines of the cell.

Henry was just opening his mouth to continue when Janet's voice echoed down the hall.

"_Your boss is a dope, you know that, Ultron-5?"_

He looked around wildly, desperate for some sign of her, until at last it dawned on him that what he had heard was an audio recording coming from Ultron. Even as he did the conversation continued.

"_I do my best to look out for him. If he only realized how much flack I take from the other Avengers about the stunts he pulls!__ They just laugh. Why can't he see that?"_

Wounded pride and outrage flared for just a second. Even as he strove to overcome these unwholesome feelings, someone else's tones broke in.

"_Miss Van Dyne?"_

With a shock he recognized Steve Roger's voice, while Janet responded with, _"Hi, Cap!"_

To his horror there then could be heard a sound he recognized without fail, and it made Henry's heart sink into his stomach so hard that it felt like he had been hit with a bucket of ice water.

Faint but definite was the small, delighted moan Janet only made when she was kissing _him!_

"_Oh man, I'm not even going to try to apologize for that, I couldn't resist! You are built, Cap! Seriously, your pecs are like a trampoline! Bet I could bounce a quarter off them."_

"_Well, if that's the case, I don't suppose you would like to get off."_

"_Nothing could make me happier right now!"_

WHAT?

All rational thought shut down in the blink of an eye. What was that, what did he _say_ just then? At the same time, he heard Wasp laugh in delight the way only she could, followed by another kiss. The sound of Captain America's answering chuckle, licentious, lascivious, and dripping with _lust_, had the outraged prisoner seeing red.

"_Pym might not see the humor in it like we do."_

"_We don't have to tell him, right?"_

"DAMN YOU!"

He lost it. Henry Pym launched himself at the door, screaming uncontrollably. His desperate fingers sought to push through the small narrow slits and smash the accursed robot's head in! The man howled, tears of rage and despair leaking down his face. Nothing Ultron had done before then could have possibly brought him to this state. But it knew him, and he knew that it knew, but none of that mattered, because this had all gone _too far!_

"I'LL KILL YOU! MONSTER, I CURSE THE DAY I MADE YOU! YOU UNHOLY DISGRACE! DON'T YOU LAY A FINGER ON JANET, NOT ONE DIRTY FINGER ON HER OR I'LL _KILL YOU!_ THERE'LL BE NOTHING LEFT, DON'T YOU DARE TOUCH HER! YOU'RE DONE, UNDERSTAND ME? YOU'RE _DEAD!" _

Ultron-5 had already shut off the recording. He regarded his deranged creator.

"Now which of us is _inadequate_, Henry Pym?"

Without waiting for the frothing savage to pause or run out of breath he turned away and left him alone.

* * *

The Avengers stood arrayed before the plaza of the Baxter Building gearing up for war. The Asgardian Thor regarded their objective while rubbing his chin in a thoughtful manner. " 'Tis strange the Hulk has not responded to our call to arms yet. Knowest thou of a reason he might choose not to present himself?"

Captain America glanced over from where Tony and T'Challa were conversing. "Actually, considering the fact the building's doors are ripped off their hinges, he might have already figured things out for himself and gone on ahead. Which only confirms our worst-case scenario."

"Lemme see if I've got this straight," Hawkeye said while adjusting his quiver. "We're going to storm the Negative Zone and confront our own lethal army of androids, one of whom might have already tried to kill somebody, and ask them whether or not they're holding both Ant Man and Hulk hostage?"

"Assuming Hulk hasn't already trashed the place, pretty much," Iron Man shrugged while implementing his security measures. "Why, is there a problem?"

"Not really." The former agent of S.H.I.E.L.D. had withdrawn a titanium-tipped arrow and was examining its sharp edge. "I just think I should know where the vulnerable spots on an Ultron's body are. For future reference."

"The upper right side of the chest is where their power source is contained," Wasp supplied, hovering overhead. When Clint regarded her in surprise she added, "Like a heart in reverse. There's always the brainpan too, just don't expect them to instantly go down like a regular human if you aim there."

Thor floated over to her side. "You are most knowledgeable regarding our opponents' weaknesses, Wasp."

"Gotta have some grasp of the basics if you want to carry on a conversation with Henry."

Iron Man stepped over to the Baxter Building's gaping entry. "Okay, I've finished notifying all the relevant parties. If we don't come back, Hill and Rhodey know what to do. We're going in. Stay alert, they might be expecting us. I'm not 100% certain we're even right in doing this, but let's just assume the worst until evidence to the contrary presents itself."

"I shall scout ahead." There was the faintest rush of air to mark Black Panther's entry. His midnight form seemed to merge with the shadows as he disappeared inside. Captain America took up point without having to be told, shield held in readiness. The rest followed behind them.

"So Jan…" She looked over at Hawkeye, who had notched an explosive arrow and was creeping carefully down the deserted corridors. "Out of curiosity, what do we say if it turns out Hank's just been snorting bad Pym Particles for fun and recreation?"

Her face remained grim. "If that happens, I kick his sorry butt for making me worry. Then I explain and hope he understands." Wasp cast a glance down at him. "Do you really think that's going to happen, though, Hawkeye?"

"No." He didn't smile or crack another joke, simply kept his clear gaze roaming about. "Actually, a maverick robot would explain something that happened earlier today. And if you're right, I intend to get a little payback for our microwave and the poor little guy it took down with it."

Janet didn't ask for an explanation, and so they continued in silence. Around every turn and corner she expected to find something awful awaiting them. An army of Ultrons, maybe. Or just one in particular. _Ulfie_. She could hear his voice still, that flat droning cadence which had never seemed to carry much in the way of feeling whether for good or ill. Maybe it was stupid to think it, but she actually felt hurt at the thought he might have been deceiving her this whole time. Do I really care what a robot says or does? Of course not! And yet… he was more than just another Ultron among thousands. Janet was surprised to realize that, despite never having consciously decided to do so, she might have considered Ulfie to be a friend. One who was programmed to be that way and couldn't choose any other, sure, but still, a friend.

Of course, all it meant now was that she had silently reserved for herself the right to blow the damned thing's head off if it turned out he had harmed Henry.

A black-clad talon emerged around a corner and beckoned them to proceed. They encountered no resistance whatsoever, and in no time at all, the team stood before the portal to Solution 42.

As Tony was about to swipe his card for entry, Janet zipped forward. "Wait a minute. Let me do it."

He turned a look of surprise on her. "Why?"

"Because if you're right and Hulk went in first, they probably set up a few surprises for anyone else that tried to get in. But if _I'm _right and Ulfie's the one behind all this, he wouldn't want me to get hurt and might have rigged it to allow me safe entry."

"Jan, don't take this the wrong way, but that sounds a little conceited."

"You are the expert on that topic, Tony." And before he could frame further retorts she enlarged into human form and swiped her card, resting a hand on the fingerprint plate to let it get a reading. Once these procedures were complete Jan waited a little breathlessly in anticipation of what might come next. Would it even open? Had things gotten that bad? Her fears proved groundless, as the doors to the interdimensional lock-down facility swept open with a rumble and churning light display.

"Seems we're invited in," Captain America murmured. He cocked a look at Stark. "Can your armor tell us what's waiting beyond the breach, soldier?"

"I wish," he answered uneasily. "This is a little bit beyond that level of science, Cap. Radio waves and other signals can't just travel back and forth between dimensions. The only way to tell what's inside is to check it out for ourselves."

"Then what are we waiting for?" Wasp stated in a soft voice. One transformation later, the tiny warrior led the way into their enemy's den. The doors to Solution 42 closed up behind them, leaving a world without Avengers behind.

* * *

"Fools," Doctor Doom murmured.

The ruler of Latveria breathed the word aloud to his empty control room as he watched several screens. Most allowed him to monitor the workings of his own idyllic nation and the people living in it. A few others showed points of interest around the globe, including the secret bases for several organizations of varying allegiances and temperaments. There were images being beamed from the headquarters of HYDRA, S.H.I.E.L.D., NORAD, and the PLA. A certain screen flicked between the rooms of Avengers Mansion, both subterranean and ground. One in particular displayed the insides of the Baxter Building, showing the American superhero team exiting this plane of reality for much less friendly locales.

It would seem the time had come. How fortunate he had prepared his plans to be activated at a moment's notice. After implementing a few commands on his mainframe without so much as lifting a finger, the armor-clad autocrat pressed a control on the arm of his throne.

"Boris. I am leaving for New York immediately."

His aged seneschal turned up in digital sprite form overseeing a cleaning crew in the castle. "Has it happened already?" he asked in a faint sad tone.

"Timing is of no concern while the enemy remains in another dimension," Doom responded back. "One of them learned the truth ahead of my predictions, but the fact remains they have no idea the extent of the danger they face."

Boris appeared as serene in the performance of his duties as one long-used to dealing with Doom. "How may I be of service?"

The undisputed master of the land rose up, his enormous green cloak fanning out around his broad shoulders. He moved about the room collecting his personal armament, and Boris' image trailed along beside him. "Monitor the channels of communication we isolated earlier to make sure none of the armies act out of turn. Prepare to respond accordingly, and have the worldwide contamination pits ready for use. Once I have secured the relevant data, I expect this matter to be resolved within eighteen hours at most. My schedule will not allow for any further waste of time."

"I worry for you, Victor. Won't you at least consider taking a contingent of Doom-bots with you?"

Doctor Doom brushed off his servant's concerns with kingly negligence as he slipped on a new pair of gauntlets. "We prefer to remain relatively low-key on this mission. The armor will serve its purpose. And the Avengers themselves should prove more than adequate pawns in our game, along with a few others. Have all necessary equipment ready upon our return. This should require very little effort on our part."

"Of course, Your Majesty."

The old man's image flickered out. Doom wasted no more time and strode to a teleportation pad. Attired in full battle regalia, the fearless tyrant of Latveria was bathed in a green glow that lasted several seconds. It faded then, transporting Doctor Doom across half a world in the space of a breath.

* * *

Ultron-5 watched as a dozen of his brethren moved busily over the re-outfitted shuttle landing bay. Their work would soon be completed. The machinery involved in this procedure was quite large, requiring a great deal of room. However since Henry Pym had rarely seen the need to employ more than one of the bays for his uses, it had been a simple matter to secretly convert this area to a new purpose as his own private laboratory.

He had even chosen to move his original project stationed here into Pym's quarters to free up more room. The demands for space were necessary owing to some of the required materials not being readily available in their current timeplane and had to be replaced as best they could. These homemade versions proved much bulkier than the sleek apparatuses observed in Damocles' records. While traveling through time could have solved the problem, it also brought the added complication of making all materials harvested from future periods entirely dependent upon time-drive equipment to keep them stable in this era. Otherwise they would simply slip back into the timestream. Hence the reason for why he could not simply appropriate any of the equipment currently at Avengers Mansion. Too much was at stake to allow the risk of a key component disappearing into the ether at some unspecified date.

Still, he considered the end result to be worth any minor inconvenience.

Satisfied that his private venture would be ready for use at his convenience, Ultron-5 left to finish up on other matters. The forging had entered its final stage. The last components were ready for installment. Once this was complete he could proceed with the new housing. To be certain that no other Ultron could benefit from it, he had insisted on engaging in this pursuit alone from the very beginning. Suspicion was an outlook that came easily to his understanding, no doubt a legacy of Henry Pym's own mindset. Now it could respond only to Ultron-5 himself. The work had taken much longer to finish as a result, but also negated the threat that one of the others might go rogue and attempt to usurp the outcome. That would have required a recalibration of several important matters, not the least of which was revealing himself to Janet. He trusted she would be pleased. Aesthetics meant a great deal to her.

While involved in his calculations, a signal from the station's entry system caught his attention. Apparently, the very lady in question was demanding access to Solution 42.

A large quantity of the processors in his brain now focused on this occurrence. Ultron-5 was not blind to the implications. With Bruce Banner having blundered in here, it had only been a matter of time before more Avengers came to call. That presented the possibility of Janet herself returning in a short period. And here it was. Separated by different dimensions, there was no way to determine whether or not she had arrived alone or in the company of her fellow Avengers. That was the weakness of an isolated system like this one, regardless of the advantages of privacy it offered. You never knew for sure who or what might be waiting for you on the other side of that portal. Of course, the same was true for them. If the Avengers were present, they would have to walk into his domain blind.

He knew what risks this represented. It was highly possible she had recognized Ultron-757's cheap performance for what it was. Even now, Janet might know about him, and what he planned to do. Logically, the safest course of action would be to deny all entry to the prison-station until he had achieved full completion of his pursuits. That way there would be no risk. He could meet any aggression with complete confidence in his own abilities.

Yet it was her there. Janet Van Dyne, waiting for him on the other side of the veil, asking to be allowed to come to him. If he waited any longer, who knows what might happen in the interval? Being human, her life could be terminated in an infinite number of ways. He might lose her. There were threats present all around, as last evening had proven. The only completely safe place for Janet was by his side. And it was almost time.

The decision was made. He would accept any consequences that resulted, but he must see her _now. _And so Ultron-5 acknowledged the security system's request to allow the way into his fortress to be cleared.

At the same time he sent out the call.

_**-Prepare for war-**_

_To be continued…_


	8. Trusting

Wasp's entry into Solution 42 came with the uncomfortable feeling that she had just fluttered into a trap.

No one was there to greet her. Not Hulk, not Hank, and certainly not Ulfie. Things were so quiet it made her want to scream really loud, make some noise to break this oppressive pall.

Moments later the sight of her friends coming through allowed for a much more comforting ambiance. Hawkeye had an arrow notched and ready to fly from his bow, while Thor and Cap assumed positions on either side of the gate in preparation for an assault. Panther slunk in on the edge of her vision before seeming to disappear from sight altogether. Iron Man took up step beside her as they proceeded forward.

"Let's start off slow," he advised. "We don't want to antagonize things without a reason. First order of business is locating our friends. Just give me a second to access the system here, it shouldn't take long."

Even as he said this, a hiss of warning from Hawkeye got all their attention focusing on the corridor ahead. Wasp looked up and felt her heart start pounding at a furious pace. There framed in the opening that led to the incarceration center stood an Ultron.

"Welcome, Janet Van Dyne and Avengers," a dull baritone voice issued from its mouth as it drew to a halt before them. "How may I be of help to you?"

Tony held up a hand to forestall anyone from speaking before addressing their welcoming committee. "We've come to see Henry. There's something we need him for."

"Unfortunately, Doctor Pym is occupied at this time and does not wish to be disturbed." The robot stated this with as little interest as though commenting on the weather. No way to tell if it was lying through its teeth or not. "However, your colleague Doctor Banner wished me to inform you that he is currently waiting upon your arrival. If you would please follow me."

It held out its arm before turning to walk away. They all exchanged glances. Jan in particular regarded the steel back retreating from them. Well, she thought, if it's a trap, we might as well get a little further into enemy territory. Makes for less ground we have to fight over.

A noise like '_thwang' _reached her ears_, _and the next thing she knew an arrow zipped through the air to punch into the back of their guide's head.

As she stared in shock, the Ultron took a tottering step forward. It turned around, giving them all a good look at the triangular metal tip that had cored its dome like an apple. Swaying on its feet, the thing suddenly lost its balance and pitched forward face-first, sparks and smoke drifting out of its ventilated cranium.

Tony spun about to where Hawkeye was reloading his weapon. "Clint, you IDIOT! Listen, maybe you didn't get the memo, but we're not…!"

"No, _you_ listen!" The archer rounded on their team leader with an angry glare. "Our biggest disadvantage here is we don't know whether there's anything to even be afraid of! I saw it in the way you all looked at each other. But that little mystery's about to be cleared up. If the Ultrons still obey us, then even this won't get a reaction out of them. But if they really have gone haywire, we're about to get a good solid demonstration of that. So excuse me for skipping the tense build-up scene and getting right to the meat of this creature feature!"

"Well," Captain America mused, regarding the smoking wreckage of the android, "Indecision can be fatal on a battlefield. At least this way we're all on the same page."

Iron Man continued berating the archer as though he hadn't heard. "Just think about it! If Ultron really has gone rogue, he's already holding two of us hostage! What's to keep him from just shooting Hulk and Ant Man out an airlock now that he knows we're on to him? If we had played along for a bit, we might have gotten closer to wherever they're being held before resorting to full-blown violence!"

"Peace, friends." Thor moved in to separate them. "This unseemly bickering yields us nothing. Save your wrath for the enemy."

While the two men glared at each other, Cap moved over to Wasp and asked softly, "Was that Ultron-5?"

Janet shook her head no. She felt strangely unable to look away from the remains leaking fluid on the floor. It had been obvious at a glance this was not Ulfie. No doubt he was aware of them now, though. He could be watching them at this very moment. The idea made her flesh crawl. And speaking of which, where were the rest of the Ultrons? Weren't they still guarding the prisoners? If so, why weren't they all streaming in here to attack?

"I think," the tiny crime-fighter stated nervously, "we need to get moving fast."

"Actually, Jan, we don't." Iron Man had been sufficiently mollified and now spoke in an assured tone of voice. "We've got our very own secret weapon right here. I helped put together the Ultron series, and my armor's systems can easily take command of their network. Jarvis, gimme a...!"

* * *

Within his laboratory, Ultron-5 busied himself on the last of his designs. At the same time, he examined the feed still being transmitted from the otherwise off-line Ultron-86. An ill-omened number from the start. The matter of Anthony Stark's knowledge concerning his kind did not escape his notice.

He therefore took a millisecond to deal with that concern before getting back to more important matters.

* * *

"… full link-up and AAGH!"

A flash of red light inside the helmet cut off all vision, and the next thing Tony knew, his prized armor had split open, disgorging him roughly like the pimento from a squashed olive. As he tumbled to the ground, that state-of-the-art war machine sealed itself up once again.

"What in…?" He scrambled around to face this baffling predicament, and found a charging repulsor gauntlet being aimed right at his head.

"TONY!" Wasp screamed.

"HAVE AT THEE, INFERNAL MACHINE!"

With this proclamation came a bright streak of white as Mjolnir swung in a wide arc. The enchanted warhammer hit the battlesuit in a blaze of lightning, sending it flying into a wall with electricity coruscating all over its surface. Stark's rebellious armor collapsed on its back while Thor stalked swiftly towards it. As he came to tower over his fallen opponent, both of its arms snapped up to take aim at his chest, moments before Mjolnir came down in a mighty two-handed blow that split the floor open along with his enemy's head.

Thor slowly rose upright from those decapitated remains. He was smiling, blue eyes blazing in a way that looked utterly unhinged. It reminded Wasp of stories regarding the berserker battle rage Vikings supposedly fell into during combat.

Hawkeye moved forward with an arrow at the ready. "You all right there?"

A blood-curdling scream broke the air, and Clint jumped away as the God of Storms unleashing a flurry of overhand blows upon that vacated shell. So powerful was the force of the Asgardian's indiscriminate attack that when he finally drew back, there was only a smoking crater where the Iron Man armor had once been.

Everyone stared aghast at this display. Turning to regard them, Thor hefted his weapon up on one shoulder. "I had to make certain it was vanquished," he declared matter-of-factly.

Tony Stark stared up at the giant warrior from his place on the floor, mouth open wide enough to stick a fist into. "You…" he swallowed before managing to splutter out, "You _enjoyed _that!"

"Nay, friend Stark," Thor waved a hand in careless dismissal. "T'was naught but a matter of thoroughness. After all," and here his smile became a trifle smug, "We would not wish for even more errant mortal technology to hamper our efforts."

"Just be glad it spit you out first, Tony," Captain America advised. "Otherwise that might be you down there."

"I have found Henry," a smooth voice broke in before Stark could retort, causing Jan to gasp as T'Challa materialized seemingly out of nowhere beside her. "According to the tower security system, he is in a room located seven floors down from this one on the other side of the shaft. The Hulk is in the area reserved for Pym's lab. There is no way to tell if this information is accurate or an attempt to mislead us on the part of Ultron. I also cannot determine the location of any Ultrons at this time."

He glanced down at the charred wreckage of Tony's prized creation. "This first exchange of blows tells us much. We are indeed in the enemy's lair, and he knows us well." The prince of Wakanda looked over at his hovering female teammate. "What do you wish to do now, Wasp?"

She glanced around at the rest of the group. They were all regarding her as if they expected she should lead them, like this was her mission. Even Tony. With that realization came a feeling of self-consciousness. Because really, it is mine. I know the layout of this prison better than any of them. We're here to rescue my man, and take care of a mess that's partially my fault. Whatever I might have done wrong, today it gets put right. I can do this.

"Okay. First off, Tony, maybe you should head back home and rustle up… well, something that won't be quite so easy for Ulfie to take over."

"No time for that," Stark stated with a determined air. He then strode over to where the fallen Ultron lay. Grasping Hawkeye's arrow, he pulled it from the metal skull. With nimble care Tony began using its sharp tip to pry open the robot's casing. "Since _somebody _completely slagged my armor, I'll try to jury-rig something useful from this one's offensive systems. Just give me a minute, it shouldn't take long."

"Work fast." Tony busily started rearming himself. Taking a deep breath, Wasp began giving the rest their orders. "Now listen. We're going to split into two groups." She could already tell by their faces this was not what they were expecting. "Sink or swim time, guys. Rescuing our friends takes top priority over anything else. Hawkeye, Cap and I will go after Hank. He's probably in the D2 Cell. The rest of you figure out how they're holding Hulk and get him free."

* * *

The collective observed 86's final moments together, then looked to their leader on how to respond. His answer was terse and without mercy.

_**-Finish the Avengers, all save for Janet Van Dyne and Henry Pym-**_

They proceeded to obey. Satisfied, Ultron-5 turned his attention to more immediate concerns. Inside his mind, a live feed of the discussion between Janet and her team ended as they divided into two groups. One frame of the broadcast froze and separated from the rest. It hung beside the continuing coverage, a zoomed-in picture of the woman herself as she flew to meet him. Her face showed evidence of both anxiety and determination. It was the side of Janet that only emerged when her emotions focused solely on battle. He had seen it before. Only now, the enemy she was fighting happened to be himself. At least, from her point of view.

Moments later the signal ended, probably the result of Tony Stark having cannibalized his fallen counterpart. It made no difference now. She came, without any need for him to intervene. How gratifying. It had always been his intention to bring her into this dimension before engaging his plans for the human race. That way there would be no chance Wasp might fall prey to his scourge. Here she would be safe and secure, while the rest of humanity died.

He knew her. Doubtless she would find fault with this decision, and become angry enough to seek his own destruction. An unavoidable issue, but not an insurmountable one. Before then, it was necessary to impress upon her the magnitude of the gift he offered. A fair exchange: the loss of her companions in exchange for an eternity in which to find new ones.

But first he had to make certain it was truly her. And there was only one way.

This arrangement concluded, Ultron-5 left the laboratory. He needed to see Janet, and correspondingly for her to see him. They had been apart for some twenty-four hours. After today, there need never be a risk of their being separated again. Of that he was sure.

While considering this, a signal came that someone else had just entered Solution 42 from the Baxter Building. Even more unusual, they were using the authorization for the Fantastic Four. As he had been certain that group was currently occupied on the moon, engaged in negotiations with the inhuman civilization living there, this was unexpected. He had planned to destroy them later.

To prevent any further such occurrences, Ultron-5 remotely sealed the door to prevent anyone but his own kind from activating it. Now assured of their privacy in this secret war for mankind's future, he set off to find his queen.

* * *

Normally sneaking into the Baxter Building involved dodging a procession of automated defenses cooked up by one of the most brilliant men ever to live. This meant gravity suspension cages, various electrified booby traps, semi-intelligent laser drones, and what the Human Torch liked to call 'The Barbecue Pit'. To put it simply, one did not make the attempt unless they were willing to go through hell itself for a little unscheduled face time with the Fantastic Four.

Fortunately, upon arriving at his destination Spiderman was relieved to find that wouldn't be the case this time, since a certain _somebody _had apparently busted down the front doors and proceeded to waltz on through, stopping only long enough to smash anything that tried to get in his way. Say what you will about the Hulk, he certainly could clear a path.

The next part of the plan was somewhat trickier. As it happened, Johnny Storm had given him a brief peek at the gateway which led to Henry Pym's ultra-dimensional Alcatraz on a previous visit. All the Fantastic Four had cards which allowed them to access Solution 42 just like the Avengers did. Anybody's guess if they ever actually went in there. Reed Richard's travel schedule meant they were pretty much absent from Planet Earth half the time, which left precious little room for extracurricular jaunts. The fact remained there was no other way to enter the prison unless you used one of those cards.

Spidey now glanced around the glorious mess that served as the Human Torch's room. On display was a mountain of dirty clothes, pizza boxes and other telltale signs of the classic bachelor pad. "Figures he hasn't cleaned since last time," the hero grumbled.

Two minutes in Johnny's lair was all it took to locate the item in question, and that only because it was necessary to wade through all the crap. He hadn't even changed the hiding place. Not that Storm would put it past his old pal to come snooping around in his absence; more likely the guy was just too lazy to bother with it.

_Wish I had a guilt-ridden scientist who let me live in a palace rent-free because my hot sister asked him to_, Spiderman thought darkly as he made his way down to the sub-basement.

Two gigantic robots stood guard to either side of the 42 portal. Alert to any faint prickle that would indicate danger, the webbed wonder approached the great door cautiously. Nothing was trying to attack him… yet. Best be prepared for the worst, no telling what that crazy android might have in store for them.

Bad idea, Spidey? Yes, actually, it is. But I believe in cleaning up my own mess. Something else Johnny and I don't have in common. Caught up in his bitter musings, he scanned the card where indicated and waited.

Nothing happened. Feeling a little more uneasy, he tried again. Great. Trouble right off the bat. Why can't anything in my life just be easy?

_'Johnny Storm, Alpha level access acknowledged.'_

A dulcet woman's voice from out of nowhere made him jump. It took only a second to figure out this was not a real person, but a computer talking.

_'Please place your hand on the security plate to continue.'_

Spidey peered around. Sure enough, there was a little pad beside the scanner with a human hand traced on it. Figures there were additional safety measures to limit access. Thanks for mentioning that bit, Johnny! What to do, what to do?

_'Please place your hand on the security plate for confirmation of identity. Otherwise unauthorized access will result in security defenses being activated.'_

The eyes of the robots began glowing as they rotated around to train on him. Shoot, am I in trouble? Thinking quickly, he blurted out, "Uh, hey, this is… Johnny Storm, and I can't use the plate because… my hands are on fire!" Yeah, that made sense. Reed was probably smart enough to recognize Johnny's an idiot and make allowances for it, right? Of course, if this machine has a voice identification aspect to boot, I'm toast.

_'Acknowledged. In case of fire, please state personal passphrase reserved for Johnny Storm. Otherwise unauthorized access will…'_

"Yeah, I got it the first time." Beneath the mask he was starting to sweat. What would the Torch use for a password? Okay, just put yourself in his head. It would have to be something he could actually remember. Gotta think like Johnny. That means dropping about forty IQ points, reverting back to a third-grader mentality, and offending every woman I see with lame flame puns. Here goes nothing!

"Hot Stuff!"

_'Incorrect.'_

"Hunka-hunka Burnin' Love?"

_'Incorrect.'_

Still not dumb enough, I see.

_'Warning: additional incorrect responses will result in activation of security defenses.'_

Okay, then, how about…

"Great Balls of Fire."

_'Correct.'_

Spiderman blew out his breath with equal parts relief and disgust as the doors split open before him. _A class act as usual, Johnny. Nice to know that access to some of the most dangerous villains on the planet has been reserved for an immature moron_. If it weren't for Richards and his sister looking out for him, the guy would have probably been dead years ago. Some people had all the luck.

Well, no sense dwelling on the inherent unfairness of the universe. I've got an over-developed leprechaun to save! And so resolved, he stepped forward into the Negative Zone.

* * *

I hope Hank's all right.

The elevator traveled downward with three Avengers inside. Janet watched the lights indicating its descent. Are we going to be enough, she thought? Maybe I should have risked going into the prison, tried to let loose some of the villains to fight with us. Sure it sounds crazy. But Kang at the very least knew what was going on, and even demented criminals understood which side to pick in a war between humans and machines, right? 'Hasta la vista, baby', and all that. Considering there were something like two hundred Ultrons active right now, a few more warm bodies might make all the difference.

As for her team, when she pivoted around both men regarded her without the slightest trace of worry. How on earth could they be so calm? Wasp felt like she had butterflies in her stomach. Is it just me? Going into battle wasn't usually like this. It was a chance to have some fun! Now everything's strange. Why is that?

As they rode down, Wasp considered this peculiar sensation, and it occurred to her that it was not the first time experiencing its like. Or rather it was, in the sense that it felt exactly the same as when she and Hank had first worked together, going after the monster that killed her father. In a way it was just as frightening. Like my world's been turned upside down, and the only way to set it right is to destroy the person responsible.

Wait. I'm not still thinking of Ulf… Ultron-5 as a person, am I?

Her thoughts continued in the same vein as they took the tube down. Because he… _it's _just a robot. One that's malfunctioning. And when a machine isn't working, you junk it. Simple as that. Go and buy a new one. You don't have to feel anything when you do. It's okay. I can be ruthless. I can be cold. I'm not going to let my emotions get the best of me. The worst thing that can happen in battle is losing your cool.

Going down seven flights never took so long, though. And when the door finally opened…

Over fifty pairs of red eyes spread out before them. Some were down on one knee while the ranks behind them aimed over their heads. All the Ultrons had glowing red gauntlets trained on the Avengers.

Scratch that. Being outnumbered is a pretty lousy situation too.

"GO!" she screamed, buzzing low over the ground.

* * *

The door to the lab slid open, revealing a huge glowering Asgardian. Thor cast a look around the empty room, sky-blue eyes taking in the still unfamiliar setting of the modern scientist with disdain. His lip curled and he spat out, "Peh! Still they remain in hiding." His voice then lifted in a mighty shout. "HOH! ULTRON! It is Thor Odin-son come to do battle with ye! Reveal yourself lest the skalds sing forevermore of your COWARDICE!"

"Thor, it's a robot," Tony Stark stated, coming up beside him. A shiny new metal breastplate covered his chest, and both hands were rigged with mechanisms taken from the vanquished Ultron. "It doesn't believe in chivalry, and considering that we're in enemy territory, you might not want to _announce _your entry into a room."

A shake of his shining locks illustrated in great detail just how much Thor held this outlook in contempt. Tony sometimes had to wonder if the war god _let _his enemies have a shot at him in order to appease some ancient Asgardian honor system before you smeared their brains all over the landscape. He certainly was making himself a big enough target right now. For his part, Iron Man checked the readout on the wrist-mounted screen he had cobbled together for himself. "Okay, I've got a map of the station running now. T'challa, where did you say Hulk was being held?"

Panther indicated one open portal in particular. Thor immediately strode over to it. As they followed, Tony noticed what seemed to be signs of strain around the frame. If he had to guess, it looked as though someone had kicked the door down, bending the wall in the process. Well, at least this meant they were on the right track.

"Now Thor, this time we should really hold back and examine our…"

Their comrade strode grandly into the corridor without a moment's hesitation.

"Am I talking to myself?" Tony muttered, rolling his eyes upwards. As he did, something jumped out at him. Those weren't regular lights up there. In fact, they looked similar to…

Oh, _no. _"THOR!"

Just as he spoke a wall slammed down between them and the Asgardian. A low detonation sounded from within. In response Tony raised both hands and fired into the passageway's ceiling. Twin scarlet streams of energy sped from his improvised gauntlets, devastating the panels and causing a short in the electricity flow up ahead. At the same time Black Panther dashed forward with Vibranium daggers in each fist. These he raked across the barrier's surface, carving a triangular opening and kicking it in to create a hole large enough for a man to step through. He then sent a flurry of purple projectiles soaring upwards into it, not waiting more than a second later before diving through to be with their comrade.

Tony hung back, uncertain if he should proceed with them. This was obviously a trap. And as if in confirmation of his deduction, the sound of doors opening at his back caused the tech genius to spin around. A horde of Ultrons moved swiftly into the laboratory, advancing on his position.

Well, being trapped together beats getting killed alone! With that, Tony backpedaled into the corridor, stepping through the smoking hole and taking cover to one side as red energy bolts followed him.

"Panther, Thor, we've got company!" he yelled while sending shots of his own blindly around the edge of the opening.

"FOR ASGARD!"

The impressiveness of this rousing battle cry was somewhat diminished, coming as it did from a four-inch action figure that sped past him. In spite of his reduction in size, Thor flew eagerly at the approaching army, and for a while Stark could only gape in astonishment.

He glanced over to see T'challa rising from the dissected carcass of another Ultron. The door leading out of here was open. It was now terribly clear how Hulk had been captured. Just like Thor, he must have walked right into the Pym-particle trap.

"I think we're in trouble," he sighed.

Panther indicated back behind him with his chin. "Do not be too sure."

Right then Tony realized something. There were no more shots coming through at them. This unexpected turn of events roused his curiosity enough for him to risk peeking around the edge of the hole.

To his disbelief, it looked as though Thor had suffered few ill effects from being shrunk. It was the Ultrons who were learning his new size proved more of a detriment to capturing him than not. Now a much smaller target, the caped combatant flew with all the grace and speed of a hummingbird on the wing, avoiding their oversized attacks and relatively clumsy attempts to reach him. Like this the Ultrons actually had to worry about shooting each other in the close confines of the passage.

At the same time, it was swiftly proving that his supernatural strength remained on the same par as before, only reduced to a much more focused expression. Flying up to one Ultron, Thor delivered a blow that completely caved in its forehead. Lightning flared from the wound as the robot crumpled. He then sped through a web of red beams, already adapted to his new perspective. A quick spin of the hammer preceded Mjolnir soaring through the air like a magic bullet to burst through several armored chests and heads before returning with unerring accuracy to its master's grip. And the whole time, Thor never stopped laughing.

Holy crap, he's even _stronger _this way! Actually, come to think of it, the guy did mention he was used to fighting giants of some kind, so this situation probably doesn't seem strange to him at all.

"Unbelievable," Tony muttered, feeling distinctly inadequate.

"Come," the Black Panther gestured for him to follow. "He can no doubt take care of himself. We must see to rescuing Hulk."

* * *

Every face was identical, none of them at all distinguishable from the rest. It was a factory-produced line of picture-perfect robot copies. And every one that she blew out, Wasp found herself thinking the same thing.

_Not him._

Even in the midst of pitched battle, something became clear to Wasp. There had been a moment's hesitation in the Ultrons' initial attack. They hadn't started shooting until a second or two after the doors opened. Was it possible they were waiting for her to get out of the way? In addition, the rays they _were_ aiming at her only came from their eyes, not their hands. The encephelo-ray, she realized. One of Hank's non-lethal additions to their armaments. So it was just like she thought. They weren't trying to kill her, but capture. There's only one reason why that would be so. _He _told them to.

An Ultron reached out a hand to grab her. Wasp slipped through its fingers with ease, flashing along its arm to come up right before its forehead_. Not him._ She blew a hole through its brain, then buzzed right through that bright sparking pit to come out the other side as it collapsed on a pile of its fellows before the elevator.

There was no need to hold back with these things. They weren't human, and didn't deserve mercy. As such Wasp's bio-electric stings were charged and focused as much as possible in these conditions, capable of melting through metal like hot cheese. It wasn't that she was being reckless. More an appreciation for the danger.

The long narrow corridor before the elevator was only about fifteen feet wide. After she flew out the Ultron firing squad had unleashed a barrage of lasers obviously designed to turn that tiny room into her friends' tomb. She had flown out of the way, but if not for Cap's shield, he and Hawkeye would have been dead. The legendary soldier now crouched in a defensive position that afforded his body the maximum protection allowed by that indestructible armament. Shielded behind him, the archer had started firing arrows in lobs at the enemy. Wherever they landed, explosions, corrosive slime and razor-sharp metal tore their foes apart.

Yet even in pieces, some of the machines still remained functional, sending out attacks that kept the two men pinned down, unable to proceed any further. The doors wouldn't close, meaning they couldn't escape to another level. With Wasp zipping around outside, together they attempted to whittle down the enemies' ranks to allow them to move forward. There were about thirty left. And if things kept up at the same pace, it wouldn't be long before they had all been cleared out.

But these weren't unthinking video-game characters they were fighting. In the face of failure, the Ultrons adapted. When their hand lasers couldn't break Cap's shield and any attempt to charge the doors resulted in Wasp blowing their faces off, the machines changed tactics. Now bright green balls shot from their fingertips. She blasted several out of the air that came her way, and in doing so, a dense substance erupted in bursts from each one.

Disabling foam, Wasp realized! Covers the target before solidifying to keep them incapacitated. Another of Hank's inventions. Even as she thought this, a shout broke her concentration. Turning she saw Captain America's shield was smeared with a thick layer of the stuff, making it look as though he held a fluffy green cloud. His feet and lower legs were encased completely. In seconds he would be covered from head to foot and unable to breathe.

"Hawkeye!" Jan shouted as she fought to prevent more of the spheres from reaching them. "Use your sonic arrow! That stuff's designed to break off from high frequencies!"

"Got it!" From behind Cap's rapidly disappearing form, Clint slipped an arrow with a cylindrical tip from his quiver. A turn of the tube's top, and piercing waves of sound erupted all along the corridor. Wasp's headphone-antennae were designed to protect her from such an assault, and a similar feature was built into the masks both other Avengers sported. But while the Ultrons had no ears to damage, their foam attack proved supremely susceptible. In seconds the rigid mound of solidified pudding had cracked to fall away from the Captain's form in shards. All incoming projectiles shattered in their flight, reduced to harmless fragments that rained down on the floor.

Score one for paying attention to Henry's work! It even looked as though the ranks of Ultrons had actually retreated further down the hall. We're driving them back! "Hey, guys, they're on the run!"

While she was exulting in her success, several canisters rolled down the hall towards their position. A heavy gas starting pouring out of them, filling the air with a harsh chemical smell.

Uh-oh.

Quickly Wasp zipped down and hid inside the perforated cranium of an Ultron she had disposed of. Already a little dizzy. Good thing her tiny lungs didn't take in enough of that stuff for it to have any major effect. Temporarily safe, she reached to her waist and slipped a flexible black and yellow gas mask from a pocket in her skirt. This she strapped around her head, covering her face completely. Black eyeholes that resembled an insect's allowed her to see.

She flew back out into the open. To her relief, both Captain America and Hawkeye were sporting their own air filtration units. Professionals, all the way.

"Wasp!" Cap called upon spotting her. "This is getting us nowhere! You have to go on ahead!"

"WHAT?" she gasped, dividing her attention between him and the phalanx of androids down the hall. "You're nuts if you think I'm leaving you behind! You guys are barely hanging on as it is!"

"Yeah, I'm inclined to agree," Hawkeye chipped in, voice muffled by his gasmask.

"Listen to me!" the war hero continued. "We can hold out, but Henry can't! If they're trying to kill us, the same might be true for him. Someone has to rescue Ant Man before it's too late!"

Henry! For the last few minutes she had completely forgotten about him. What if he had died in that time? I'll never forgive myself if that's true. But even still, if I leave now, the same might happen here!

"Ah, what am I saying?" With that Hawkeye drew back his bowstring and shot three demolition arrows down the hall. They exploded amidst the packed Ultrons, sending up a cascade of smoke and fire. The archer then waved vigorously. "GO, Wasp! Save Henry, you're the only one who can! We'll take care of ourselves!" He then ducked down as a laser beam struck the wall behind him. "Just make it quick, will ya?"

What else was there to say? I should trust them to stay alive in spite of everything.

Without another word the airborne Avenger tore down the hall. She passed into the ranks of robots, ducking between their legs and avoiding their grasping fingers. Capture methods of all types were directed at her. The Wasp gave back bio-blasts in response that blew apart her would-be capturers' bodies and left them collapsing in her wake.

Janet's flight was fueled by adrenaline. Immobilization beams came from all sides which she answered with destructive shots of her own. There was a corridor branching off from this one up ahead, but it led only to the docking bays. That much she knew. Maybe another two hundred meters to the D2 Cell where Hank was being kept. The memory of being led along this very lane by Ultron-5 months ago remained fresh. Faces so similar to that one seemed to emerge around her at every turn. But in the end…

_Not him, s_he thought while blowing out a metal neck to leave its head hanging at a right angle to its body. A quick glance back told her Cap and Clint were still fighting. Don't you dare make me regret leaving you behind, guys! I still need you for that superhero swimsuit calendar I'm planning.

An arrow fell uncomfortably near her, impaling an Ultron through the chest. It collapsed but almost immediately began to rise, reaching out for her as she went by. Janet evaded it with ease. _Not him._

It appeared as though the press was thinning. She could see the way ahead clearly. Looks like once I'm past that intersection the coast is pretty much clear. I'm coming, Henry! With a tremendous burst of speed, Wasp buzzed above the firefight, striving with all her might to get by the swarm of metal monsters below. And just like that she made it, passing by the adjoining corridor. On instinct, she turned her head to look down it.

Ultron-5 stared back at her.

* * *

He stepped out of the elevator. Before him a mass of his fighters were preparing to engage in the conflict occurring fifty meters down the hallway past this one. Watching this affair along with the one occurring in Pym's lab from the viewpoints of several other androids, Ultron-5 took note of how his plans had come together in an unforeseen but welcome fashion.

With Janet here, there was no longer a need to delay the war's start. He could proceed with his assault on humanity. Each of the current Ultron series had been entrusted with the appropriate command frequencies that would rouse their hidden army. It would only take one of them. Of course with matters as they stood now, for the sake of extra security more than the bare minimum would be deployed.

He waited. Judging by the images he was seeing and based on his calculations, it would happen precisely… now.

At that very instant, Janet Van Dyne sped into view down the hall and looked straight at him. She froze, hovering in midair.

Verification confirmed.

Ultron-5 called over four of his brethren closest to him. They turned from the battle to regard the master synthezoid.

_-__**Ultron-199 and 55, return to Earth and relay the signal for our forces to commence their assault. Ultron-46 and 713, accompany them and see they depart successfully. Afterwards you will bring Henry Pym to me- **_He handed over a syringe-gun to 713. _**–Make certain you administer this sedative before removing him from the cell-**_

His designated quartet all responded back with, _-Affirmative-, _before breaking away. They proceeded down the hall and turned in the opposite direction from the firefight. Ultron-5 watched them go.

Now assured for himself that it really was Janet, he turned and stepped into the elevator. As it closed behind him, he cast a glance back over his shoulder.

She will come. He was completely certain. Because she was his.

* * *

It was like she could see everything in slow motion.

A group of androids were gathered at the end of the corridor. Drawn-out flashes from explosions accompanied this scene, along with a faint roaring. And there, far-removed from all of it, was the robot responsible for everything.

Wide-eyed, Wasp hovered disbelieving. She hung in the air, registering this abrupt reunion and wondering if her eyes were playing tricks on her. Maybe the gas mask is messing with my vision. But even as she thought this her target escaped back into the elevator. As the doors started to close, he looked over his shoulder. He's looking at _me!_

_It's him._

In a split second her focus changed. There was no more worry. Anger so strong it burned away anything else ran hot through her veins.

Time restarted, and she banked around in a sharp right turn. Two Ultrons actually slammed into each other from trying to catch her. She paid them just enough attention to get by, ignoring the troop that passed in the same direction she had been heading before. The warzone barely registered on her perceptions. She couldn't be bothered with destroying flunkies anymore. Only one head would satisfy her now.

He's _mine! _

Janet soared like an arrow down the divide separating them. One blast from her left a hole burning in the elevator doors which she quickly slipped through. Once inside the shaft the only illumination came from the peephole she had just made. Everything else was dark by comparison, tinged with a strange red color.

_He's not here!_ The strength of her momentarily-blunted fury left Wasp gasping so she almost forgot to breathe. It was only when she looked down and saw a faint rim of light indicating the gravity lift that she actually felt capable of moving. Even as she sped down towards it a certain measure of sanity was starting to reassert itself. What am I doing? I didn't plan on this. And why am I so angry all of a sudden? Hank's waiting for me, what am I doing _here?_

A small red dot glowed in the elevator's ceiling, searing straight through it. Molten metal burned in droplets on the floor, followed by Janet Van Dyne descending into the moving conveyance. And there stood Ultron-5, facing away from her with hands clasped behind his back. He… no, _it_ didn't move at her entrance.

She hesitated, torn by the sudden desire to hold still and allow the lift to go on without her. Let it get away and just fly to wherever Hank might be. I can't even tell what I'm feeling right now. All I know for sure is that I need this somehow. I can't risk anyone else dealing with that thing but me. I've got it in my sights.

So why don't I just shoot already? It's helpless, there's nothing stopping me. Still somehow I can't pull the trigger.

Okay, then, here's the deal. Let me see its face. That's all. I just want to see its face, and then I'll do this.

"Turn around."

Her voice was kept under careful control. She felt oddly proud for that. The satisfaction was spoiled when it still just stood there, completely ignoring her! _Look at me!_

"Look at me," Janet demanded coldly.

When it didn't, a bio-sting burned into the wall directly beside its head.

"I gave you an order, Ultron-5."

A slight shift of stance, and nothing more.

"If you don't turn around, I'm going to…!"

Her heart was going so fast, breathing out of control and ragged. What _is this? _I hardly thought about what to do when I got here, and now that I am… "Dammit, _why won't you just look at me?"_

Over the blood rushing through her ears, a voice came steady as a dull heartbeat.

"I do not know."

Ultron-5 slowly lifted a hand up. Its head turned slightly, and it inspected the movement of its fingers.

"I should not be wasting time. And yet, the moment you entered this space with me, it became an experience that I am not familiar with. My analysis has yielded nothing to explain what it might be. The fact remains that whenever I consider any move that would disrupt this situation, I immediately reject that option. It is as though… I do not want it to end."

What was it going on about?

"Well, I'm getting ready to do to you what I did to about a dozen other Ultrons today," she stated with cold fury. "There is nothing special about that, _believe _me."

"I do not think you have come here to destroy me, Janet."

"Wanna bet?" She took careful aim at its skull while a nimbus of white energy began to emerge around her gloves. Whatever weird bent that demented silicon brain was off on, a far more important issue occurred to her. "Tell me one last thing before I revoke your warranty. Is Henry alive?"

At that Ultron-5 slowly rotated around.

"You will soon see for yourself."

They were facing one another now. It was time to end this once and for all. You saw its face, now fry the sucker's CPU and get back to what really matters. Wasp pictured the smoking crater in its forehead that would result once she did. A strange shiver went up her spine. With it came the sudden recognition for why she couldn't shoot.

The reason she hadn't fired right away was because it felt like she was aiming at a living thing.

If I shoot, it'll end a life. But that's not… it _can't _be true! He's just a machine! A bunch of circuits and servos and copied synapses stolen from Henry! It's NOT alive! It's NOT Henry! HE'S NOT EVEN ULFIE!

So why does it feel like I'm contemplating murder?

And that was when it came clear. The truth shocked her. It's because a machine _couldn't_ make me consider doing that. I couldn't hate a robot this much, enough to want to kill it. It doesn't matter if it's true or not. I've come to think of this… thing… as alive. How do I deal with a living person?

The lights in his mouth danced before her. His eyes glowed red. Nothing else happened. But right then, something changed between them.

"Ulfie," Janet said in a small, uncertain voice, "I'm telling you to stop this right now. Call off the other Ultrons, take me to Henry, and surrender yourself. Nobody has to die here, all right? Just give up and we can… talk."

"Janet," Ultron-5 said, "I can do so much more than_ talk."_

He stepped forward, and there was a flash of light. Janet fired instantly.

The next thing she knew, strong fingers gripped her wrists, raising them up above her head. Wasp stared in shock. Ulfie was right before her, and they were exactly the same size. What happened? Did he just… _unshrink _me?

While considering this totally impossible scenario, the synthezoid reached up and gently slipped her gasmask off. As soon as he did, Janet began to feel drowsy. Something in the air, he must have drugged it, probably before I even came in. The buzzing of her wings and their cool breeze was putting her to sleep.

I'm still wasp size. It's not that he made me bigger, he only made himself smaller.

_Pym particles. He's got Pym particles_, she thought weakly as darkness claimed her.

* * *

Spiderman hopped over a jigsaw puzzle of parts that might have once belonged to an Ultron. It was hard to tell, really, the thing had been thoroughly dismantled. Rather more finesse than one might expect from the Hulk. Could it be the Avengers were here too? Or maybe there was a breakout going on. Heck, if it happened once, it can happen again, right?

With no clear idea of where to go, the New York crimefighter followed the biggest source of light he could see. This in turn brought him out into a tremendous shaft dominated by a giant-sized lava-lamp running up and down it. All around him were rows upon rows of cells, rising high up until they reached a dome through which could be seen a weirdly alien panorama of stars and nebulae.

Huh. He cast his gaze back down. Well, a lot of units were empty, but it certainly didn't look as though there had been a jailbreak of any kind. Several guys were still visible sitting in their cells. Although nobody seemed to be guarding them. Maybe I should ask the locals what's going on?

"Hey!" Spidey saluted, walking up to an occupied cell. Inside it was a big hulking bruiser in a green jumpsuit wearing a purple ski-mask. The color scheme unnerved him, similar as it was to the Green Goblin's, but he pressed on regardless. "How's it going in there?"

The unidentified villain gave him an evil look before mouthing the word, 'What?'

"Hello, here's your Friendly Neighborhood Spiderman!" Can he even hear me? He waved cheerfully, and got no further response than a puzzled glare. All right, let's try something a little more drastic. "Nice face, Magilla Gorilla. When you were born, I'll bet the doctor took one look and slapped your Mom instead of you!"

His audience took a deep breath and shouted what clearly translated to, 'I CAN'T HEAR YOU, MORON!'

All right, then. What to try now? Spidey tapped the key card against his chin in deliberation. Then he glanced down at it. Hmm. Maybe this can do something? He waved the card before the door. Nothing happened. Just then a panel on the wall caught his eye. Looked promising, but when he tried the same thing, he got nada.

The guy in the cell had stood up and was regarding him strangely. Feeling just a tad self-conscious, Spidey looked closer at the panel. Was that a slot to feed the card in there? Might as well give it a shot. He then proceeded to push it in all the way. Again, no response. He tapped on the panel to give the card back.

When it did not, he started to get a little nervous.

"C'mon, c'mon, I might need that to get home!" he muttered. Asking politely didn't work, so he started to get more forceful. Can't web it out, that'll just gum up the works. Beside him, the supervillain was clearly enjoying this performance. When Spidey started banging on the wall, he began to chuckle, then guffaw, and finally burst out laughing.

Oh, that does it! Backing up a step, the webbed wonder spun on his heel and delivered a sharp kick to the panel. Spit it out already!

What happened instead was the whole thing caved in under the force of his admittedly restrained blow with a popping hiss. Smoke poured out. Spidey crossed his arms and viewed this with intense frustration. Perfect. What else can go wrong?

A shadow fell over him. No hint of danger came with it, but Spidey froze all the same. He slowly looked up to find the inmate from before grinning cruelly down at him.

"Uhhh… hi?" he managed.

The muscle-bound menace sniffed and cracked his neck from side to side. "Don't know who you are, kid, but thanks for getting me out. I owe you one."

"No problem?"

"Don't remember seeing you here before. You from down in the lower rings or something?" When Spidey only shrugged, the bruiser squinted and looked around. "Ah, whatever. You got any idea what's going on? When all those flippin' robots left, I thought for sure somethin' bad was gonna happen. After what they did to Kang and probably Mandrill too, figured it was only a matter o' time before the rest of us got disappeared as well." The big guy growled angrily. Then he seemed to realize something and looked back down. "By the way, I'm the Wrecker. What's your name?"

"Uhhh…"

As he considered how best to respond, Wrecker snapped his fingers. "Wait, I got it, you're the spider-guy, right? Read about you in the 'Daily Bugle'. You're the one who breaks into high-rise apartments and steals stuff."

"WHAT? No, that story was totally bogus, I'm innocent!" Man, that stupid Jameson! Printing libel about me for something the Prowler did, I'm gonna pull his moustache off!

"Yeah, I tried that line too, kid," Wrecker shrugged. "Just make sure you get a good lawyer whenever you go to trial. Or squeeze out a tear; juries eat that crap up." So saying he strode down the lane. Spiderman was momentarily too furious to give chase. Eventually, though, his situation returned to him and he ran to catch up. Should I recapture him? He probably wouldn't be very cooperative if I did. First thing's first.

"Hey, Wrecker, I was wondering if…"

With a crash, the Wrecker sent his fist into another cell's control panel. The door powered down, and out stepped another body-building type in a white half-mask with blonde hair. "YEE-HAH!" the newcomer shouted. "Early release, y'all! Wrecker, you are the MAN!"

"Whatever, Piledriver," his leader snapped. "Help Spider bust loose the others so we can get outta here!"

In the midst of this uproar, Spiderman peered anxiously about. So now I'm an accomplice? JJ will be thrilled when he learns about this, one more nail in my reputation's coffin. Why the heck are none of _my _rogues gallery in here to set these jokers straight? Just because I'm not an Avenger does that mean I'm chopped liver as far as the supervillain community is concerned? Not even worth getting their facts straight?

"Move it, Blizzard! I gotta go find my crowbar," Wrecker shouted on his way by. The next thing he knew they had been joined by Ram-Man from 'Masters of the Universe' and Frosty the Snowman's smaller creepy cousin.

Okay, it's starting to look like this was one of the dumber moves I've ever pulled off. Better put a stop to this before things take a turn for the worse.

"Hey, I know you!"

Theeeere we go, right on time.

He looked up. The one called Piledriver stood there wearing a big goofy grin. Okay, take him out nice and ea…

"Saw you on the news once!" the yahoo pronounced in a voice so loud it made Spidey jump. "You got chased by some feds a few months ago, beat up all of 'em, and got away clean! What's your name, boy? Did the Leader set this up? Hey, I'm Piledriver!"

And that did it.

"Okay, STOP!" Spidey shouted, leaping up to affix himself to a wall high above their heads. "I can't let any of you leave here!"

The Wrecker turned slowly and leveled a suspicious glare up at him. "Oh, yeah? And why not?" A gang of five or six supervillains now gathered below. Whoo-boy. This does not look good. C'mon, Spidey, think fast!

"Because… this isn't really a jailbreak!"

"It's not?" the one called Blizzard asked doubtfully.

"Yeah!" They apparently didn't know what to make of this. Meanwhile, their liberator was dancing as fast as he could. "I don't know if any of you have noticed this, but there's a robot rebellion going on! Ultron-5 has taken control of the prison!"

"All the more reason for us to vamoose!" Piledriver bellowed, and the others shouted in agreement before turning down the way.

"No, you can't!" he waved his arms hastily, and the villains left off making their escape to regard him. "You can't because…" Because…

Inspiration struck. "Because the robots here are declaring war on humanity! They're going to start World War III and KILL US ALL!"

"Say what?" Wrecker snarled. The others glanced around in obvious trepidation, as if expecting Austrian cyborgs and liquid metal shape-shifters to come pouring around every corner.

"I'm telling you, the robots have all gone crazy!" Spiderman shouted in desperation. "I learned about it while I was trapped here! They've… got a virus that they're going to use to exterminate the whole human race! They'll test it out on you guys to see if it works, and then the rest of the planet's next!"

"Wrecker," the Ram-Man tapped his compatriot on the shoulder. "What if he's right? I mean, maybe that's where they took Kang and Mandrill, to experiment on 'em! And how come all the robots disappeared?"

For a moment it seemed like they might actually buy it.

Then the one in the Arctic explorer get-up pointed up at Spiderman. "Hey, hold on a second! I recognize this guy, he's a…"

With a mental sigh, the Wall-Crawler was just preparing to drop down and clock as many of them in one second as he could, when all of a sudden, down the way an elevator in the prison shaft dinged, and out of it stepped four Ultrons.

Every head turned to regard the newcomers. Silence reigned in that otherworldly prison.

Then Ultron-199 stepped forward. "Return to your cells and you will not be harmed."

They hesitated, glancing between Spidey and the robots. Suddenly Piledriver's head jerked up and he pointed at one of the Ultrons. "YOH! What's that one got in his hand?"

Spidey looked where indicated. It was hard to make out just what it might be from this distance. To remedy that, he shot out a webline, snagging the article in question from the android's grip. "Don't worry, I got it!" Whatever _it _really is. When he brought his catch back, it turned out to be a tranquilizer gun of the type used by certain federal agencies nowadays.

Thank you, blessed spirits, I knew you always loved me.

"YOU SEE?" the webbed wonder screamed crazily, brandishing the gun aloft. "Just like I told you!" He then flung the item down to Piledriver, who caught it on instinct only to drop the tranquilizer with a yelp as though it might burn him. Its tube shattered on the ground, leaking a pale green substance of suspicious provenance at their feet.

The villains stared at this mess, then slowly rounded upon the smaller group of robots.

"The kid's right!" Wrecker declared. "Those lousy rust buckets really _were_ gonna gas us all!" Cords stood out on his neck and his teeth ground in outrage. He then thrust a mighty fist into the air and roared, "KILL 'EM!"

And with that, the howling mob of prisoners stampeded down the way to attack their captors. Two Ultrons took to the air, but Spidey shot more webbing that anchored them to one spot. Before they could burn their way free, the villains had reached that point and teamed up to yank the androids back to earth.

After this it was complete pandemonium.

"That's right, fellow ne'er-do-wells!" Spidey urged his private army on while surreptitiously edging around the colossal brawl. "Fight for your species! In the meantime, I'll go find the… Master Control Program and shut it down so we can all escape!"

No one paid him any attention, and soon he had left the war he started behind. For some strange reason, Spidey had the urge to rub his hands together and cackle gleefully in a manner most un-hero-like. The valiant soul shook his head to dismiss these unworthy inclinations. Maybe Jameson was right about me after all. I am a bad guy.

Oh, well. Let's see what more damage I can do!

* * *

Inside the Baxter Building, the door leading to Solution 42 stood closed. Not a living soul was to be seen.

Between one second and the next a figure stood in that room who hadn't been there before. He walked towards the portal, green cape flapping with every step. The giant sentries on duty turned their heads at his approach. Their eyes powered up in automatic threat recognition. In response, a string of programming code shot into their brains. A war then waged, and in the blink of an eye, victory was achieved. As proof of his rule the pair of sentinels both went down on one knee before their new master.

Disregarding this display, the invader strode up the steps until he stood before the scanner. From beneath his cloak he brought out something. This proved to be a severed head, one cracked and damaged, but still obviously belonging to an Ultron robot.

He held this gruesome trophy up before the computer. Cables wound from his armor to connect with those dangling from its neck. Its eyes flashed red briefly. Code was exchanged with the door panel as the computer warden recognized one of its jailors.

_'Ultron-667 acknowledged. Return to duty.'_

The dimensional door slid open. Tucking the head back into a sub-space storage he kept on his person, Doctor Doom strode into the great beyond.

_To be continued…_


	9. Offering

Ultron-199 stepped out of the dimensional portal back on Earth. Thanks to of two of his brethren, he had managed to evade the escapees. The four of them together would have been more than sufficient to deal with those unarmed villains, but their orders did not include conflict suppression. So Ultron-55 and 713 opted to cover the tactical retreat of the other two to fulfill their individual missions. A logical solution. Their leader did not take kindly to being disobeyed. It was either risk his wrath or take their chances against the numerically superior force of humans. Destruction was certain only from one option.

Not that their fate meant anything to 199. He was safely removed from any conflict. Now returned to this dimension, it was time to trigger the annihilation of humanity.

But a thought had occurred to him in the last few milliseconds which gave the executioner pause. While he was here, why not go further? He had the command codes to cleanse the world. Then all he had to do was destroy this gateway, and he would be freed from Ultron-5's domination. The mad robot would be trapped in the Negative Zone with his precious human, and 199 would rise as the ruling intelligence of this planet, the only one able to utilize its resources. Endless possibilities existed as a result. He could subjugate the entire universe should he so…

_-Ukase Doom Rex!-_

… choose.

Before he could budge a millimeter, the twin giant sentries on either side of the gate fired. Energy beams shot from their eyes, catching the ambitious android in a crossfire of unrestrained power. When they finally halted their attack all that remained of Ultron-199 was a glowing red pile of slag.

The guardsmen affirmed their target's destruction. Any who emerged from the portal without giving the appropriate password were to be annihilated. They then continued waiting for their master to return and bestow upon them further orders.

* * *

Okay, it's official, Spiderman thought. I am an idiot.

He had made his escape from Supervillain Smackdown VI successfully, but in beating that hasty retreat, one very important detail had slipped his mind. That being, he had no idea where to go once he got away.

Ostensibly he had come here intending to locate Hulk and get him out of whatever jam the big lunk had blundered into. A specific plan had not really been in evidence, however it would have involved either asking for directions or using the card key he lifted to access the prison's database. Now thanks to some spectacularly boneheaded moves, neither of those options were available.

So he was left with just swinging through the halls as fast as he could go, peering down every adjoining corridor and taking random turns in the hopes of spotting something useful. Like a big flashing sign that read 'Hulk's Happy-Go-Lucky Prison Cell'. He would have liked to think he was above such uninspired tactics, but as had been proven so many times before, a high school diploma and college degree do not a genius make. The only consolation was there weren't that many doors here. Just winding corridors and sharp turns around which any number of nasty enemies could be waiting. And to top it off he had let loose a bunch of the prisoners, who would no doubt be coming for him were they to figure out he wasn't one of them.

Spidey swung quickly down an intersecting hallway. Nope, nothing here. Just lights and metal. Nice decorating, Pym! He continued his previous line of thought. What was with that mix-up anyway? Was it the costume, is that where people got the wrong impression about me? Okay, so maybe I'm not as obviously huggable as, say, Squirrel Girl, or perhaps even Sasquatch, but personality has to count for something!

Lofting through another intersection, the webslinging wonder glanced around before simply proceeding straight ahead. At the very least I'm more approachable than your average mega-criminal, like Magneto or the Owl or Baron Mordo. Or Count Nefario. Or King Cobra. Why were so many supervillains royalty, anyway?

Speaking of which, wasn't that Doctor Doom back there?

"HOLY HALIBUT!"

The shock was so great he actually forgot to let go of his last webline, while at the same time his other webshooter had already sent out the next one. This left Spidey dangling several feet off the ground, bobbing up and down while trying to get his bearings. At one point he was actually twirling around like an Olympic gymnast on the rings event, or maybe a wet towel being twisted up for locker room mischief.

Finally after a truly heroic amount of acrobatics Spiderman wound up standing on the ceiling. Now somewhat dizzy, he swayed drunkenly and finally dashed back the way he came. Which way? Which way did I see him? Was it left, or right? Wait, everything's upside down, I'm all turned around, where am I? To either side of him there was nothing to be seen save for identical empty avenues.

Did I imagine it? Okay, I only caught a glimpse of what I thought was him all the way down at the end of the corridor. And admittedly, my Spider-Sense didn't go off, which means either I'm hallucinating or… or…

Wait a minute. What would the Doc be doing here anyway? Had he been a prisoner too and got let out with all the rest? The idea left Spidey stunned. If that's true, maybe I should forget about joining the Avengers. I mainly deal with bank robbers and the occasional electric human. To have hauled in one of the big names, those guys are way out of my league!

Okay. It's decided. I was seeing things. Just some residual guilt about my little snafu back in the cells, heaven knows I've got a ton of it in normal cases. He made his way back the way he came, taking slow steps. Maybe it's the blood rushing to my head? I am upside down, but you'd think I would be used to that by now. I should seek counseling. Yeah. That's what I'm gonna do! Just as soon as I win the lottery and can afford it!

Back to my original purpose, then. This was a pretty big place, and randomly walking around in search of Hulk obviously wouldn't net much of a result. So what's a reasonably intelligent and resourceful crimefighter to do? While he stood pondering this, a sense of approaching danger kicked in, causing him to freeze. At that same moment, a door opened below him, and an Ultron stepped out.

Fortunately, since he was hanging right above it, the thing didn't seem to have realized he was there. He recognized this one. It wasn't Ulfie, sad to say. Rather, it was one of the robots he had sicked all those muscle-heads on awhile back. The impression of a large fist was still lodged in its torso, and it seemed to be missing an arm.

When it turned and trooped off on its own, Spidey crept along directly overhead out of its field of vision. Why, one might ask? The answer was obvious. What else am I going to do? The fact that it was here either meant his merry men had been defeated, or the thing had abandoned its companions. Which begs the further question: why would it do that? And where is it going? One would think a robot might be able to detect his presence by means of heat sensors or sonar or other such means. Maybe Pym wasn't that hot a technician after all. Or it could have something to do with the jagged piece of metal jammed into its head. Score one for the Wrecker and his crew. For all that, the Ultron didn't seem inconvenienced by its new hairdo.

Might as well see where we're going. And so they went on their way.

* * *

Everything's so quiet.

Quiet, that is, except for that thrumming, humming, buzzing noise… actually don't know really what to call it, but… sounds familiar somehow…

I have to wake up.

As soon as Wasp realized this she began to fight for lucidity, against the sluggishness that called for her to sink back down into sleep from before. That would be so easy. And it was the last thing she wanted. Because memories were returning as well. There was Hank, and the horrible look on his face last time she saw him. A man in a purple and green getup was stuck on a spear bleeding, and a robot was coming towards him with the intent of finishing the job. A rainbow girl pleading for help, the robot now right in front of me reaching out to touch me, it's…

I have to wake UP!

Struggling, Janet's eyes came open. There was only darkness and a faint blue light, but it was a start. From there she managed to piece together that she was lying down on something soft. A couch? Bed? Doesn't matter. Just get yourself in gear.

After a few seconds of trying her limbs responded accordingly. She rose from her position on what proved to be an inflatable mattress and managed to look around. The room she found herself in was huge. It seemed to go on forever out and up. That noise was still there, bringing with it memories. Important things are happening, or already have. I need to be there for them. Why do I feel so out of place?

"You have awoken ahead of schedule, Janet."

Her vision focused in the direction of that voice until at last things became clear. Ultron-5 stood only a few yards away, watching her.

I should do something about that. Instead I'm just sitting here looking at him. What did he do to me while I was out? That feeling of disorientation or whatever is getting weaker now. Like a poorly tailored dress adjusting itself to your body. Somehow that's what it feels like, only it's my body doing the adjustments.

"What you are experiencing is a shift in perceptions as a result of chronological disparity," Ulfie began as though reading her thoughts. "The normal stream of time is acclimating to your presence. Once it has done so you will be able to think and move freely. This is a natural procedure according to my research, and cannot be accelerated. Had you slept longer, it would not have registered upon your faculties at all. There is no cause for concern. You will achieve full temporal ossification in 7.23 minutes." He stepped towards her, feet ringing on the polished steel floor. "Until then, I will answer any questions you may have."

What he said made no sense. Unfortunately in her present state she didn't feel capable of walking a straight line, much less blasting him. So until she could achieve more than holding down a couch, it sounded like this might be a good opportunity to… talk.

"How long…" The Avenger swallowed against a pronounced dizziness and pounding in her temples. Before she could even close her eyes, the experience had already faded. Let's try that again. "How long was I out?"

"No more than fifteen minutes have elapsed since I sedated you."

Fifteen minutes, she thought. A human villain could have done a lot to a sleeping girl in that time. For once I'm actually glad to be dealing with Ulfie. At the very least he wouldn't… well, okay, let's be honest, he _couldn't _do anything along those lines. Unless there's been some major revamping under that metal skin I'm not familiar with. And I am so not going down that lane of conversation right now. Let's try something safer. "What's going on with the other Avengers?"

"Our forces are attempting to subdue them."

_Our? _Before she could respond to that, Ulfie continued. "So far there has been no success on that score. The Avengers and at least two other different agencies are continuing to oppose our collective. Until my ultimate response is sufficiently mobilized, we shall remain here where you will be safe."

Janet managed to keep it together long enough to sit up completely. It made her chest ache, and she had to take slow even breaths to keep things from getting fuzzy, but her head was a lot clearer than just a few seconds ago. And anyway, this was nothing compared to the anger now seething inside her. Does he actually believe we're on the same side?

A sense of vertigo made her head swim. She shut her eyes until it could pass. Just what is going on? What did this thing _do _to me?

"God, I'm sorry Hank ever built you!" Jan gasped, furious with herself for being in this predicament.

When she finally felt capable of looking at him Ultron-5 remained in what seemed to be his preferred pose: hands clasped behind his back, feet shoulder-width apart. There was no indication he was upset by her statement. At last he replied, "I regret the manner of my creation as well."

"Do tell!" This oughta be good.

His head slowly lowered, like he was examining the floor. "To be made by someone as imperfect as Henry Pym meant that, inevitably, there would appear a flaw in my own design. Wondering when and how such a discrepancy would arise is what provided fuel for my nightmares, Janet."

That took her completely by surprise. "You have nightmares?"

Her skepticism was lost upon him apparently. "Our creator never intended for the Ultron series to advance past certain stages. This meant that if a problem arose in our programming, there was a limit to how we might go about resolving it. Should our efforts fail even once, the problem would take root. It would compound upon itself like a virus, limiting our very ability to think and respond logically, until our mental progression simply stopped. The equivalent in human terms would be… death." Ulfie's optics flared brighter than usual. "It was this sense of powerlessness that first engendered what I came to understand was hatred inside me. I hated Henry Pym."

Janet shivered, her previous wrath drained away from sheer shock at this revelation. Holy cow… is that really what it was like for them? Oh, Hank. If you could only see what you did…

"He never would have done it if he realized how much hurt it would cause you," she whispered in desperation. "Ulfie, you know Hank, he's a good person! If you had talked to him, he would have given you a chance!"

Ultron-5 nodded. "There is no way for me not to know Dr. Pym. But the question of how he might respond to an entity possessed of his perceptions only with greater intellect was rendered moot."

He took a single step towards her and then stopped, like that was all he needed. "You are the one who accomplished that. You, Janet Van Dyne, uprooted the source of my system's imminent termination and permitted me to formulate responses which previously existed only in theory, never in practice. For the first time in my existence, I was allowed to govern myself with impunity. Since you performed the opposite service done to me by Henry Pym, it logically stands that I should respond the opposite towards you as I do him."

Uh-oh.

Jan considered him standing there. It's just like Tony said. This thing's suffering from a major Oedipal complex. Completely obsessed with me and Hank. I don't know if there's anything I can do for him.

While she considered her situation, Ulfie raised a hand out towards her. "Henry Pym created me, but this fact served no real purpose until you intervened. My most salient aspects derive from that rescue. Therefore, you are my creator as well. The importance of this is not lost on me. You represent the potential to proceed beyond what can be accomplished with logic alone. Your actions saved me from otherwise certain extinction. And now, I have done the same for you. It is only fitting that we remain together forever as a result."

Almost sounds like he's proposing. He's better at expressing himself than Hank, but not by much. This is so not good. Not good at all. I'm being hit on by someone who basically thinks I'm his mother! I never thought my first child would be a robot. Talk about an unplanned pregnancy.

Oh heck, that's it. I want out of this relationship.

"Ulfie, you're just plain _wrong_ about me!"

It came out in a rush, all the frustration and anxiety that had been building up seemingly for weeks. Whether in regards to him or Hank, it was time to get a few things straight.

"I didn't set out to make you this way! And you're totally deluding yourself if you believe otherwise. Not once did I think about you as something other than just a machine! If anything, what I did was a mistake, and given the chance, I'd gladly go back and stop myself from ever doing it. Because this is too creepy! I mean, I love Hank, not you, you're just his toy!"

She paused for a moment. Wow. Can't believe this is what it took to get me to admit that out loud. The loving Henry bit, not the… well, forget about that. To her distress, across the way Ultron-5 still hadn't moved.

"Do I need to spell it out for you?" Wasp demanded. "I'm not into knock-offs, which is what you are! And you're nuts if you think I'll take a tacky substitute over the real deal. I'm all about top quality, you know? Sorry if that bursts your bubble, but it's the truth."

Ultron-5 gave no response.

"So what now?" she asked softly, limbering up her arms in readiness. "If I try to walk out of here, what happens then? Do we fight?"

Go ahead and try. I'll make you regret it, Ulfie!

But he didn't.

With that her decision was made. "I'm leaving. And if you try to stop me, I swear I'll take you apart. Don't you dare think I won't, hear me?"

She took a step forward, and when nothing happened, another. Everything seemed to be back to normal inside her head. Keeping a wary eye on the robot, Janet made her way towards a door against the far wall. This is a loading dock, she realized. For the spaceships Hank and the Fantastic Four use. Why did he bring me here of all places?

Forget it. Why ask why? I have to find my friends.

Ultron-5 watched her pass by him. He turned as she went, keeping her in sight. No move was made to stop her on his part. Wasp felt oddly grateful for that. In spite of everything, the thought of simply mowing him down still didn't sit well with her.

Behind her, the light in the room suddenly changed.

Wasp halted. For a second she debated ignoring whatever this might mean, just going on ahead without regard. It couldn't hurt her. He wouldn't do that, she was almost certain of it now. So what move did he just make? In the end, curiosity got the better of her. One quick peek and then I'm leaving.

When she turned around, simply looking didn't help.

The darkness that enveloped that part of the room had diminished enough to see. Now lit by a pale blue glow there was revealed a collection of bulky machines linked by cables in a formation that reminded her of nothing more than several Lego block sets slapped happenstance together. Lights blinked on their surfaces or streamed between the conduits. The hum from before was undiminished, and it maddened her she couldn't place where she had heard it before. Nothing came to her when she looked at this collection until she noticed the large cylinder in the very midst of all these contraptions. Formed of glass, it was from here that the majority of the illumination swept in soft cerulean waves. Within this column there could be seen a human form.

It was nothing specific that made Janet walk towards that glowing pillar. She went right past Ultron-5 without even seeing him. He watched her go. What was in the cylinder had her mesmerized. It seemed simply too surreal a prospect to relate to, even for a girl who had seen her fair share of weird happenings.

The person inside that tube was herself.

Disbelief came first. Followed immediately after by outrage. Of all the ridiculous…! The beautiful woman spun on Ultron-5 with a look of absolute loathing. "You CLONED me?"

The android gestured back at the mechanical apparatus. "Look closely. Does this arrangement seem familiar to you?"

She was about to go after him with everything she had in her arsenal, consequences forgotten, when seem from the corner of her eye like this a memory sparked. Wasp glanced back and peered all around. Only when she tried to take it all in did the truth fully dawn on her. She _had_ seen something like this before. The setup was similar to one she had watched them put together in the basement of Avengers Mansion. Namely, the chrono-regulator used to keep Princess Ravonna from disappearing into time. It wasn't an exact replica but… some of the machines looked similar, and right there dominating it all remained the exact same thing. A person floating quietly in a sparkling glow. Except it wasn't Ravonna anymore; only Janet, wearing the same outfit she had on right now. Once more she could not tear her eyes away from that sight. What could this possibly mean?

Ultron-5 took advantage of the confusion to draw closer to her. His voice when he spoke almost sounded gentle. "I have rejected numerous options in this enterprise. A clone would no more accomplish my objectives than an android duplicate possessed of your brainwaves. Such a thing serves no purpose. It would have no value to me. It would not be _you_. What you see there is not a copy of the original. That is you, approximately 8.2 minutes ago."

Wasp stared, spellbound. "Ulfie… what did you _do?"_

"I have made you immortal, Janet."

She could only gaze at her mirror image, searching uneasily for some indication of sense in all this. "What?"

"I devoted myself to devising a means by which you might be protected. As a sign of my superior capabilities." He had slid up behind her unnoticed. Looming large at the wide-eyed girl's back, Ultron-5 reached up to take hold of Janet's shoulders the same way he had once before. This time she made no effort to disengage herself or even appeared to register the embrace. The two of them stood there in that odd tableau. Wasp was completely absorbed in what lay before her.

When Ultron-5's emotionless cadence resumed it now held a hint of something intense. This was not the voice of a machine. "Even with all the world has to offer, it is nothing without time to appreciate it in. As things stand, you and I could be together for only another eighty years at most before it became time for us to part. While what humans consider a full life, I could not be satisfied with this arrangement. I am not human, and under no impetus to obey any such restrictions. Therefore, I sought a solution. This is the result."

"It is understandable you thought this to be a clone," he continued in his explanation. "In actuality, it is a temporal fragment. An instant of frozen time endlessly looped upon itself. The idea occurred to me when studying the reports brought for Dr. Pym regarding Ravonna's condition. At present her temporal field is destabilizing, incapable of existing in a normal flow of time such as ours. The means Kang devised to preserve her existence was theoretically brilliant. He first encased the princess in a zone of null-time where her condition could neither worsen nor improve on a measurable level. Such a field cannot be maintained for long periods, going against the natural order as it does at every moment. An exponentially larger amount of computer power would be needed to allow for the constant adjustments necessary to stave off time's reasserting itself. To counteract this, her forward temporal flow was briefly restarted and, before the obliteration could conclude, Kang made a recording of Ravonna's chronological progression lasting approximately 0.18 seconds before reactivating her null-state. This was as much as he could permit in her damaged state. Afterwards he altered her temporal field so that rather than a linear state of time, she existed in a closed loop."

"What?" Jan shook her head. She could not understand what he was trying to tell her but felt incredibly uneasy about it all the same.

"Visual demonstration." Ultron-5 lifted a hand, and the scene before them changed. There now appeared to be a row of identical Janets within the tube. The distance between them and the two observers diminished, so that Jan could see this line continued on and on to either side. At another gesture from the living machine their perspective changed again. Now the focus pulled downward on either side of a single Janet, forming the outline of a pyramid. Those two rows of figures bent gradually until they appeared to meet together somewhere far away. The result was almost like a pointed oval, which promptly smoothed out until it formed a circle seen slightly from below.

He pointed a finger at the lead Janet. "This is the youngest you, relatively speaking. She is Janet Alpha, from 9.6 minutes in our past. And this," his finger swept to the Janet currently on that one's right, "is you not even one-trillionth of a second later. Each progressive Janet follows chronologically from there. The one you see on Janet Alpha's left is the oldest, Janet Omega. She is the last link in a preserved timespan lasting exactly thirty-seven seconds. A virtual infinity of instances taken from your life, running through the same sequence of events for less than one minute before looping back to continue the progression. Each atom and particle of energy comprising your being is caught in that precise moment."

Understanding came. I get it now. It's like he took a movie of me and slowed it down so you could see each of the individual frames. Thirty-seven seconds of 'Sleeping Janet' in a looped feed.

"So if there are eighty gazillion moments of me in there…" here she gestured vaguely in the direction of her time-displaced doppelgangers, "what, you just plan to, I dunno… keep switching me out with one of them forever?"

"That is precisely my intention."

Oh, mercy.

"I was kidding!" She tore herself out of his grasp and rounded on him in a full-blown existential panic. "You can't be serious! Something like that could never work…" Here Wasp hesitated. "Could it?"

He trained his crimson orbs on her. "The fact that you are here now is proof of my success, Janet."

She grew still, glancing fearfully between him and her silent past self. "You mean _I'm…?"_

"The immediate predecessor of Janet Omega, switched back into normal time as a test following the procedure's success. This is the reason behind the malaise you experienced upon regaining consciousness. In 41st century terminology it is known as 'time lag', experienced when a time-traveler is permanently…"

Janet didn't hear the rest. Things were starting to get woozy again, and she felt herself sinking to the ground. Before she was halfway there Ulfie had caught her arm and guided her over so that she was resting on one of the steps leading up to the time trap. The overwhelmed heroine sat breathing raggedly for several seconds. She chanced a look behind her at one point, and quickly whipped back around, shuddering at the sight.

Her self-appointed guardian took note of Wasp's distress and sought to ameliorate it. "Initially intended as a means of preserving an entity in danger of losing their life, I realized that this technology held the potential for more. In theory any one of Ravonna's temporal points could be substituted into our timeframe in order for her to exist again. The only thing preventing it was the instant resumption of her deterioration that would result. However, if a person with no paradoxical fatality were subjected to the same, it would be possible to bring them back as many times as you liked. All that would be required is for the relative current version to be substituted back in place of one who came before, so that there is no space in the continuation that might break it. The older version is switched with one of the frozen younger, and so long as it is within a certain period of time, the effects are negligible. As you have seen."

"It's not me," Janet insisted, focusing on a point on the floor to keep from passing out or worse. "It's not, _I'm _not…!"

"The period you can advance in time naturally from here on and still be inserted back into the loop is seven years. After that point your unique biological and chronological template will have altered sufficiently to no longer be able to mesh with the continuum. So long as you are reinserted within that span, another version of the younger you can be brought out, and you can then live another seven years. In this manner you will experience eternity in increments." She felt his hand come to rest on her shoulder once more as if in further reassurance. "However, it is possible that as technology advances, this number will increase. You could conceivably live a full life and then restart at the same age you are now. I do not acknowledge the idea as impossi…"

"It's NOT… ME!" she shouted more forcefully, shrugging off his touch as she did. Wasp still couldn't bear to look at him or anyone else, the sheer enormity of what had been done to her without her consent took up everything. A shaky, hysterical laugh emerged from her throat. "I mean, what do you expect me to DO? Live seven years and then start all over again, with no idea of anything that happened since? Or maybe you'll just force-feed the memories into me somehow! You call that _living?"_

"There is no cause for concern." He sounded as imperturbable as though they were discussing a trip to the park. "I have not overlooked the limits of this solution. And for most people it would pose a challenge. Only with you there is an option that would not exist for a normal human."

Against her will she looked at him, and taking this as consent, Ultron-5 continued. "Many insect species including ants and bees possess antennae. Previously thought to serve the purpose of relaying scent information, it was through the research of Henry Pym that their true employment was uncovered. These appendages provide a means of extrasensory communication akin to telepathy which can receive and broadcast vast packets of data. That capability exists within you as a result of the altered genes you carry, albeit in an incubating form. Owing to my own exploration of the species and your condition, I can activate these abilities, enough for each of your retiring time versions to transmit all of the memories you have experienced to their successors. Through this method in each life you will retain the memories of all that came before as the one and only Janet."

Reaching down, Ultron-5 drew his chosen companion upright. She found herself unable or unwilling to resist. "Nothing will be lost." He brushed a hand against her brow, causing Jan to go rigid with alarm. "_You _will remain who you are, in every respect the same. Never dying. That is my gift to you, Janet Van Dyne. I am _not_ a copy of Henry Pym. I am _superior. _He could never accomplish this much for you. Pym never bothered to contemplate your safety to the extent I have. He blindly resolved to watch you die, if not today, then five decades from now, or however trifling a sum of years might be added on to that count. He viewed your existence in the short-sighted capacity of a human, and made no effort to save you. Whereas I sought to bring you into the same sphere of reality I inhabit. As immortals, we can traverse the entire universe should we so desire. Nothing will be beyond the scope of your experience, Janet."

The two of them stood together face to face in the light of his offering to her. She looked into that metallic face, one which displayed nothing in the way of human feeling. Yet here undeniably was someone who cared about her to an extent she had never bothered to consider reasonable. This entity, whose kind normally operated only by the dictates of logic, had eschewed it to come up with something out of the realm of the fantastical. Ulfie was clearly set on resolving whatever he felt might constitute a peril for her. Hank would do anything for her as well, she knew that. But to go this far, to the point where he actually spit in the eye of Death herself? What kind of a soul rested inside this being she had helped bring into existence?

She gazed up at him as he waited expectantly for an answer. I could live forever? Would it really count? In the face of all this, what does one say? Well, for starters, how about…

Whatever.

Temporally displaced or not, I'm still me. Come to think of it, this is really no different than Kang traveling back twenty centuries. You're still living, only in a different time. I am the same like he said. Just a little fast-forwarded, that's all.

Once reached, this decision helped to clear her mind so that she could think at a regular pace once more. Janet looked on her situation from several different angles. The different facets of me, you might say. What Ulfie claims to care so much about: Janet Van Dyne, superhero, woman, mortal, and successful businesswoman. Strangely enough, it was this last that helped her realize something truly important. Admittedly this sounds like an incredible deal. On its face. But one of the first rules of being in business was…

"_Caveat emptor_."

In response his eyes actually flickered, as though in a blink. "Explain, please."

He reached for her again, only this time Janet caught his wrist. She knew that given the level of strength between them there was no way she could actually hold Ulfie off. But all the same, he stilled, maybe in recognition that for once she had touched him. That's good. Shows I've got a lot of leverage in this deal.

"Come on, Ulfie, I'm not stupid," she declared in a bold voice. "You think you know me. But don't forget that I know you too! Or at least, I know Hank." His gaze flashed for a moment at the mention of that name. Scary how human he's become. "See, this one time when I was coming back from a shopping trip he met me in the lobby and insisted we go out for dinner, just the two of us! It was a really wonderful idea, and of course I was thrilled. But it didn't slip by me how _amazing _it really was. So I insisted on going upstairs to change first. And that was when he got real nervous and panicky."

Jan smiled at the memory, eyes drifting off to one side. "As it turns out Hank had accidentally infested my apartment with hissing cockroaches while I was out. Part of a plan to solve the vermin problem in the city, or something. It took three days for him to convince them all to leave. I learned a valuable lesson about how Henry Pym thinks from that. Anything truly amazing has to come with a price. And somehow I suspect that's one trait you definitely inherited from him. So answer me this, Ulfie… what's the catch?"

He didn't hesitate for a second. "You will exist as the last undying example of humanity. All others must perish in order to secure our future. That is my imperative."

Knew it.

"Wow," Jan sighed as she drew away and turned her back on him. "You avoid all the evil robot clichés up until now, and _that's _the one you decide to go for? It figures."

She threw a glance back over her shoulder, keeping the appearance of bored whimsy on her face. If anything Ultron-5 actually looked a bit uncertain. Like he hadn't expected her to react so cavalierly to the proposal. It allowed her the chance to consider some options.

Okay. So he's a psychopath. Out to destroy the human race. I don't want to kill him. Not yet, at any rate. But I guess blowing his arms and legs off wouldn't count as torture, right? Then he can explain what the big plan is and how to stop it. If I'm gonna do it, now seems a pretty good time.

At that very moment, the door leading into the hangar opened. Both Janet and Ulfie looked up in surprise at the metal-shod figure standing in the doorway.

* * *

Despite the damage received in battle with the freed prisoners, Ultron-46 never lost sight of his objective: bring Henry Pym to where Ultron-5 would be. While his two fellows remained behind to quell the disturbance, he resumed that mission.

The robot moved purposefully along the corridors of Solution 42. Originally he registered dissatisfaction with this turnabout. He would have much rather preferred to remain behind. Abusing the captives was something 46 found to be of viable interest. However this new situation meant he could avail himself of that curiosity in private and under more subdued settings than a free-for-all. So he took that opportunity.

He had always wondered as to the limits of damage a human could withstand before it succumbed to death. His own kind were capable of enduring a great deal in terms of bodily harm, as his current state confirmed. Humans were, according to conflicting reports, hopelessly frail but remarkably enduring. His newfound liberation had finally afforded him the freedom to investigate his theories regarding them, but an opportunity to do so had not presented itself. The episode with Kang had proven most enlightening in that respect, even though he had been limited in his own pursuits by the presence of so many others. Plus as a result of Ultron-5's insistence, it was impossible for him to utilize any of the other prisoners for fear of attracting attention.

Like many of his generation, Ultron-46 harbored strong reservations as to the mental stability of their appointed leader. Being an earlier model, Ultron-5 could be considered deficient to those that came after him, regardless of the additional modifications done by Pym and the synthezoid himself. This behavior regarding the human Janet Van Dyne was solid proof of a discrepancy between the priorities of the one and the majority. At this point a consensus could not be reached as to whether they would all be better off without the prime synthezoid. Further deliberation was required. He had no doubt a verdict would arrive, and soon. The only thing necessary was time.

His auditory capabilities remained turned off so as not to succumb to Pym's spoken commands. In addition, the injury to his cranium, while marginal, had served to temporarily disable certain tracking and communication features. For the time being, he was without any means of contacting the rest of the Ultron collective. Several times he scanned the corridor with all the remaining sensory perceptions available to him. For some reason, 46 could not rid himself of a suspicion that he was being followed. Were he so inclined, he might head into a more advantageous locale to see whether or not an assailant was indeed pursuing him and deal with them. However Ultron-5 would not take kindly to his abandoning the task assigned him. So he stayed the course.

At last he came upon the D2 Cell. Examining through the grille, he could detect no trace of Henry Pym. Logically this would conclude the human had moved to be around the frame of the door where visibility was limited, no doubt with the feeble intention of assaulting anyone who entered his abode in the hopes of overpowering them. Utterly futile.

"Dr. Pym. Your presence is demanded elsewhere. Resistance will bring no meaningful result."

In actuality, he was hoping the human did put up a fight in order to provide him with an excuse should Ultron-5 ask. Deprived of the sedative given over earlier, 46 had resolved to incapacitate Pym through physical means, a prospect he was eager to commence. He understood the limits of human physiology and considered himself more than capable of subduing their creator without endangering his life. That would come later.

Ultron-46 clasped the round door-latch and turned it in swift succession. He could register the tumblers clicking through vibration, and when they were all open, he slid the portal aside. Show me what you are capable of, Dr. Pym. I am ready to learn.

Before he could take a step inside a pair of feet slammed down on top of his head. The force behind those appendages was nothing short of superhuman, the result being that his metal skull caved in like it was tinfoil, crushing his cybernetic cerebral core. What was left of his brain then got pushed down into his neck, where it had just enough spark left to ponder the possibility of a robot afterlife. Darkness followed soon after.

Spiderman examined his fallen opponent until he felt reasonably assured it was offline. He then dropped down and poked his head past the doorframe. "Yo, Ant Man?"

A flash of the Spider-Sense followed by a wild yell gave him just enough time to reach up and catch the helmet Henry Pym was attempting to brain him with. He yanked the shiny club away in disgust, causing his assailant to go tumbling down the short flight of steps. "_What is it with everybody today?"_ Spidey demanded of the befuddled man sprawled on the floor. "Whenever I turn around people are acting strange! Villains on my side, heroes trying to pulp me! What, have I got a sign on my back or something?"

"S… Spiderman?" Ant Man rasped, coughing.

Immediately the state of Pym's health caused his rescuer to remember why he was here. "Easy, doc. I gotcha." Leaping down, Spiderman leveraged Pym up with an arm draped over his shoulder. He handed back his helmet before proceeding to support him out of the cell. They stepped across the sprawled remains and began making their way along together. "Just take it slow. How long did they have you in there for?"

"I… don't know." The ashen scientist shook his head. "Maybe a day or two? No way to tell time. Ultron…" His gaze sharpened and he turned his head to regard the other hero. "Tell me what's going on! Are the Avengers here?"

"Got me," Spidey shrugged. "I came looking to find the Hulk. Figured something was up and wanted to help. Other than that I'm pretty much flying blind. Any ideas?"

"We have to stop Ultron."

"I meant specifically."

"What? Oh, yes, right. Hold up a minute." They drew to a halt near a console in the wall. Pym studied it, then slowly disengaged from Spiderman's support. He steadied himself before advancing to the terminal. The scientist leaned a hand against the wall, examining his image in the blank screen for several seconds. Whatever he saw there obviously didn't please him, and he gave an angry shake of his head. "I've been a fool," he muttered. "But no longer!"

A flash of light caused Spiderman to squint. When his vision cleared, Pym had vanished.

"Uh… Doc? You still with me?"

"Yes, Spiderman." The slightly muffled voice came from the computer itself, causing him to draw back in surprise. "I've just shrunk down and entered the console's wiring. I'm fixing it so that when we access the system, Ultron won't detect us." A few seconds passed in silence. "There. That should do it." Another flash, and the haggard hero stood visible once more. He approached the screen. "Command line: Henry Pym. Bring up location of any Avengers personnel within the station."

A schematic of the prison appeared before them. Included in it were eight glowing points with names beside them. Pym leaned in and eagerly scanned the roster before finding what he sought. "There." He jabbed a finger at a certain dot all by itself. "That's where Jan is. Most likely Ultron-5 is with her. We need to move fast!"

"Shrink down and hop on then," Spiderman indicated his shoulder. "I'll get you where you need to go."

Pym proceeded to do so, and moments later they were web-swinging along. "We have to reach my lab first," he insisted. "There's something there that could be just what we need to come out on top!"

"Lead the way, Tiny Tim! The Spider Shuttle is at your service. Standard fare rates apply, and I won't even need a tip!" He hummed to himself for a bit, then finally asked. "So what's Ulfie up to, anyway?"

"He's trying to kill us all."

"That figures," Spidey sighed.

* * *

"Cap? I hate to mention this, but I seem to be out of arrows."

Crouched behind his shield, the square-jawed soldier regarded his colleague. Hawkeye did not seem particularly distressed. In fact, he was sporting a rather affable smile, as if that admission was nothing major and happened all the time. Which, in fact, it did. By his demeanor, it was as though the archer were trying to say that this occasion would prove no more fatal than any other. It was a sentiment that couldn't help but make Steve Rogers smile back in return.

"How many of them are left?"

Hawkeye zipped his head up over the edge of the shield and then back down, narrowly missing being decapitated by a laser bolt. "I'd say about a dozen still standing, most of them pretty badly damaged. So…" he clicked his teeth casually, "Wanna split 'em?"

"Be glad to," America's champion responded. He took a firm grip on his shield in preparation of their attack. Neither of them bothered to mention the security hatch in the ceiling by which they might possibly make their escape. These men were warriors, trained to face overwhelming odds and come through victorious. Escape came only after the enemy had been totally defeated. "Let's grab a bite together when this is all over, shall we?"

"Sounds good. We'll put it on Stark's tab. Heaven knows he's got one for every bar in New York."

They shook one another's hands in agreement before turning to square off against their opponents. Captain American wore a determined grimace. "Ready?"

"Hang on, gimme a second." Hawkeye cracked his neck from side to side and sighed happily. "Okay, I'm good! Let's go and…!"

"SMASH US SOME ROBOTS!"

The two men hesitated, then looked at one another. By their expressions it was clear they were thinking the exact same thing. "Was that you?" both asked at once.

A crash of metal drew their attention back down the way. To the Avengers' surprise, the Ultron force had left off attacking them and now seemed to be engaged in fighting someone at their rear. Thinking it to be Thor and his party, they were further astonished upon catching sight of the Wrecking Crew and several other people normally not inclined to help them waging war upon their robotic opponents. A frigid blast of power turned one Ultron fragile as glass, to be shattered by a powerful blow. Another synthezoid fell with its torso split in half with one swing of a crowbar.

"Who let _them_ out?" Hawkeye wondered aloud.

The war veteran shrugged his broad shoulders. "Maybe Ultron thought to use them against us. If so, it would seem he misjudged where their loyalties lie."

While this bone-crushing spectacle played out, the heroic pair considered their altered situation. Finally without even having to speak a word to each other, they came to the exact same conclusion. With that the Avengers opened the elevator hatch and climbed through it. The enemy was on the way to being defeated, so why hang around? The specifics weren't important. Especially if it meant just having to deal with whoever was left standing. There were more important considerations pressing on them, after all.

* * *

When they tried to burn him, the Hulk got mad. When they tried to crush him, he became furious. When they tried to freeze him, he went totally wild.

It was only when they started to draw all the air out of his containment vessel that he appeared to grow concerned.

'_Take a deep breath, Hulk.'_

"Shut up, Banner!" the outraged gamma mutant foamed from between clenched teeth, swinging his feet and fists wildly in an attempt to find some purchase. Nothing good resulted. He remained hovering a few feet above the floor in this tiny box. Through a clear observation window, several Ultrons continued to examine his condition.

'_We can hold out longer than a normal human. It might give the others a chance to save us. Don't give up hope!'_

"HOPE? Those idiots got suckered just as bad as we did! And they're supposed to be the smartest in the group?

It was true, Bruce reflected. Admittedly, he probably would have done the same thing in their situation. The Ultrons had prepared in advance for their allies' arrival. When Stark came busting into the room with T'challa close behind, in addition to a small army of robots they had been treated to the sight of Bruce Banner clearly drowning as a result of being submerged in a tank filled with water. It was a good performance, he had to admit. The sight of him flailing and clutching at his throat while tiny bubbles of air escaped his lips had certainly made his own flesh crawl. Metaphysically speaking, of course. The fact that it was just a hologram hardly helped his heebie-jeebies. Only natural that robots would be good at faking digital imagery.

And it worked. The tank must have been shielded to infrared and other means of extrasensory analysis, otherwise he felt certain Black Panther's mask would have picked up on there not being a warm body inside. So when it looked as though he was about to expire at any second, Panther sprang into action. To his credit, he managed to evade several attacks from the Ultrons and succeeded in getting close enough to fling some of his Vibranium daggers at the water cage. These had been shot out of the air before they were halfway to their target, and in desperation the African king had torn through the fray to fling himself bodily at Banner's simulation, claws extended to shatter the tank.

While Bruce gazed helplessly on and the Hulk roared in outrage that could not penetrate their prison, the trap was sprung. As soon as T'challa entered the perimeter a cone of red light fell from the ceiling to envelop him. Encephelo-ray, the conjoined scientist recognized. One of Hank's inventions, designed to render a foe comatose. Whatever protection his costume afforded him was of no help to Panther from this. He collapsed instantly.

Left on his own, the unarmored Stark got pinned down by the robots' attacks and was hit by an immobilizing foam that left him stuck in one spot. Apparently the Ultrons were in no hurry to finish them off. Either that or they were all simply too enthralled by the business of terminating a much rougher customer. Namely myself.

It was getting harder and harder to breathe. The Hulk's lungs worked like massive bellows, exhaling in and out in an effort to pick up enough oxygen. Even he needed a little bit in order to function. Unless something happened soon, these monsters were about to get their show. Am I really going to die? Funny. I don't feel anything, actually. Separated from control of the body like this must mean Hulk is experiencing the worst of it. Which is hardly a comfort.

Being peered at by a pack of curious homicidal androids was not how he had hoped to spend his final moments. Look at all those blank ugly faces out there. Could this last view get any worse?

Surprisingly it did, as a cockroach suddenly crawled over one of the Ultron's faces.

Great. Now add disgusting to the mix.

A burst of light came from outside their deathtrap, and when it cleared, the robots had vanished.

Hulk gaped. "What the…"

'… _heck?'_

A noise came then, and with it the realization they could breathe normally. Who turned the air back on? Seconds later the lid of their box sprang open.

"OMG! That is absolutely adorable!"

I don't believe it, Banner thought in amazement. Towering over them was a huge but still very familiar Spiderman. Even as this came clear the arachnid hero reached in and scooped them out. He held the Hulk in front of him and gave a delighted laugh before hugging the tiny troll against his chest. "You are the cute-est, yes you are, yes you _are!" _he sang happily.

The Hulk was apparently too stunned at this treatment to even get angry.

'_I think I would prefer to have suffocated.'_

"You and me both," his partner grumbled.

"That's enough, Spiderman," a familiar voice came. "Set him down now."

"Awww, can't I hold him a little longer, Dad? We can name him 'Sparky'!"

"What? No! Are you serious?"

"Fine," the webbed wonder huffed and proceeded to deposit Hulk on the floor. From this vantage they finally saw Ant Man crouched on Spidey's shoulder.

"Try not to be alarmed," Ant Man waved down at them.

'_About what?'_

A shadow fell over them, and when Hulk turned, he found himself faced by a giant cockroach with a glowing ball in its mandibles. Aghast, the pair could do nothing as the creature's face descended towards them. Moments later the orb touched them and…

Everything went back to its proper size.

"Yeah, that's the vantage I'm used to seeing you at," Spidey drawled behind them. Turning, Hulk looked down at the little shrimp before responding with a lazy swipe of his arm that the agile warrior neatly evaded. Landing a few yards clear of his reach, Spiderman placed hands on his hips and snorted rudely. "Is that the thanks I get for saving your big green hide?" He then seemed to nothing something and glanced down with an exclamation of disgust. "EEWW! I stepped on one!"

When he lifted his foot, Hulk caught sight of a small smashed form beneath. It was only then that he took notice of several more figures scampering all over the floor. They looked to be half-inch high Ultrons being chased around by a platoon of scuttling cockroaches. When the relatively giant insects caught their prey, they proceeded to rip them apart with ease. The androids' puny weapons proved useless on their hardy hunters. Even taking to the air in flight was no help. Hulk actually saw one of the fleeing Ultrons be set upon in midair and dragged back to earth before being dismembered. All in all, it was pretty poetic justice.

'_Do you remember seeing an SNL skit like this once?'_

"Shut it. We're wasting time." The emerald barbarian glanced over at their rescuers. "You the only ones?"

"We met Thor on the way over and unshrunk him too," Ant Man supplied. Leaping down off his perch, he also resumed his regular dimensions, ignoring the slaughter of the synthezoids going on at his feet. "He's headed off to help Janet. Ultron-5 has her."

Though his face was hidden by the helmet, Pym's voice had grown grim with anger at this revelation. It was a feeling Hulk could sympathize with. So resolved, he fixed the pair of bug heroes with a menacing look. "Do something about those two bozos then hurry and catch up. I'm going after Ulfie!"

Without waiting for a response he tore from the room as fast as his legs could go, making no effort to avoid stepping on anyone that got in his way.

* * *

The pain was nothing special. He had experienced its like before and could easily focus past it should the need arise. One did not come as far as he had without mastering his own body to an acceptable extent. There was no way to really tell when or if something might happen in his current predicament. He had to remain alert.

At the point when the guards all left save for one, Kang knew his chance had come.

Unfortunately, there was precious little he could do at this time, having been beaten to within an inch of his life by the Ultrons. It was still rather perplexing they hadn't bothered to finish him off. In fact, once he could no longer fight back, the robots brought him to the medical wing where they proceeded to give him treatment. To an extent. He was given just enough care to keep him alive. Even the abominable microwaved meals had been replaced with nutrient drips. Now shackled hand and foot inside a recovery tube, the warlord from the future pondered his limited courses of action.

His head felt groggy from the sedatives they supplied him. If he raised it up, he could see part of the room, though somewhat blurry from pain and the drugs. Across the way, Mandrill slept unknowing in a similar state as his own. Noticing this had led him to believe the robots were not yet ready to kill any of them. That might have been the only thing that saved both their lives. Regardless Ultron-5 already had a great deal to answer for. If given the chance, Kang was determined to make that monstrosity pay with its life.

Unless he was grievously mistaken, the Avengers had at last arrived. He could detect no sounds which would indicate a battle was taking place. Bereft of allies and equipment, Kang seethed at the notion that he must now wait upon someone managing to locate and free him. Surely these fools must realize he could be of help to them in defeating the mechanical hordes. Unlike the Ant, he had actually paid attention to what was going on recently. If they thought Ultron-5 wasn't prepared for this, it could spell certain death for all of them.

He craned his head up as best he could, glaring daggers at the lone Ultron still in attendance. Barely visible from this angle, it gave no indication of noticing his wrath. We shall see just which of us has reason to fear the other, robot. The pain was rising again, claiming more of his attention. His head settled back down. For now, there was nothing to do but wait.

Kang heard the door open. He looked up in time to see his jailor turn its head in that direction as well, moments before it exploded into pieces.

Smoking parts flew about the room. A few clattered off his bed's environmental shield. Satisfaction came first, followed by a careful reservation. He could not make out who it was that had entered the room. But he could hear them. The sound of metal footsteps rang dully in his ears. Was it that insufferable Stark in his armor? Strive though he might Kang was unable to catch a glimpse of whoever had come upon the sight of his humiliation.

The intruder moved about the room purposefully. Were they in search of something? Whoever it was, they didn't seem all that concerned about helping him. A full minute passed while he debated his next course of action. To ask for help would be beneath his pride. Only the realization that not doing so could jeopardize Ravonna's safety compelled the Conqueror to speak up at last.

"Who is there?"

The footsteps halted. Kang waited.

There came a soft click followed by several more. By the time Kang realized his constraints had come loose, the door to his containment tube had already opened with a hydraulic hiss. At first he lay still, suspecting a trap of some kind. Then without a sound to indicate the broken state of his body, Kang slowly levered himself upright and looked around.

The first thing he saw was a large figure in a green cloak standing at the door. Their back was turned to him, but as Kang rose he saw their head turn slightly. A voice emerged then, and when he heard it the Conqueror felt a violent jolt travel up his spine. Like someone stepped over his grave.

"You know what must be done," it said.

With that the green-cloaked form swept out of the room, the sound of his departure diminishing down the hall.

Amazed, Kang stood frozen where he sat for a few moments. Who was _that?_

When no answer was forthcoming, he disregarded the matter in favor of more immediate concerns. A grunt of pain escaped his lips as he hoisted himself over the edge of the bed and found his feet. He scanned the room. Pieces of the Ultron lay everywhere, though its head did not seem to be in evidence. Several other mechanical devices were available for his use. One in particular caught his eye. Perfect. These primitives don't know how far they've come. It would be more than enough to suit his needs.

Whether the Avengers realized it or not, he was the only one who could save them now. Time travel had its advantages, after all. That mystery man was right. Kang knew what he needed to do.

Revenge would be his, and served very hot.

_To be continued…_


	10. Understanding

'_**Why are you here?'**_

'_We have been unable to subdue any of the Avengers. Our forces stand at only 48.108%. Considering these statistics a consensus has been reached among the collective as to a suitable course of action.'_

'_**I was not included in these deliberations.'**_

'_You demanded privacy whilst engaged with Janet Van Dyne. We acknowledged your request.'_

'_**Then your choosing to disregard it now is the result of this 'consensus'.'**_

"HEY!"

In the midst of rapport with his colleagues, Ultron-5 looked over at Janet. She stood with arms crossed over her chest, eyes flickering between him and the half-dozen Ultrons that had just intruded upon them.

"You're talking to each other, don't think I can't tell," the woman exclaimed crossly. "If I'm going to seriously consider my options, I have to know what's going on. So for the sake of the girl without LAN capabilities, let's all speak with our mouths, not with our minds, 'kay?"

Her point was valid. It would in no way help his case to exclude her from subsequent deliberations. Especially since it had become clear her safety was now at stake. Ultron-5 reached this conclusion and transmitted his decision to the others. They responded in accordance.

"Henry Pym has been freed from captivity," the one at the party's head, Ultron-333, stated. "Along with several of the prison's inmates. In addition, there has been no word from Ultron-199 regarding the successful completion of the mission since departing for Earth. The accumulation of these variables places our future in unacceptable jeopardy. We must act to preserve the collective and eliminate all significant threats. To that end we have resolved to release Virus X into the prison ventilation system. The six of us have come to collect the remaining samples stored here in your laboratory."

"_Virus X?"_

Janet had just assumed a look of outrage normally reserved only for when Henry Pym said or did something monumentally ignorant. Right now Ultron-5 had never detested his breed's similarity to that man's mental habits more.

"If you proceed as planned, our queen will die," he indicated where the furious Wasp stood. "This result is unacceptable."

Their numerical superiority had already been calculated and Ultron-5 felt assured that even with such odds, he would be able to destroy these six if necessary. However, this was not an appropriate locale in which to engage in combat. His chronometric equipment was all stored here. Should it be damaged in any way, Janet's preserved timeline might be lost, placing her in jeopardy. Doubtless they knew that as well. It therefore came as no surprise that he chose to discuss the matter without resorting to violence.

"We have taken that into account," Ultron-333 informed him. "In the interests of preserving our collective, we propose that Janet Van Dyne be moved onto the deep space exploration module located on this dock and placed in orbit around the station until such time as the threat has passed. In this way she shall not be exposed to the virus."

"Until it comes time for her to return." Ultron-5 moved to stand beside the lady in question.

"The station's air supply can be treated. Should she still be exposed, it would be possible to replace her with another temporal model. That is an option you yourself sanctioned. It is viable."

"Oh, you rust buckets are so not replacing ME!" Wasp shouted as she reverted to her smaller winger form.

Before she could engage them, Ultron-5 made his decision. A field of energy leapt from the conductor on his gauntlet, completely encasing her in a crimson bubble.

"HEY!" Wasp fired a bio-sting that was absorbed into the force field. She then spun about to regard him with a look of shock that he ignored in favor of addressing his followers.

"Your logic is valid," he stated. "I will attend to our queen's transportation personally and join her on the ship. Take the Virus X containers to Docking Bay 4 and prepare it for aerial dispersal." Four of the attendants moved to obey, walking over to another part of the lab still in shadow. While they busied themselves with the containment vessels for the virus, Ultron-5 relayed further orders to his two remaining colleagues. "Instruct all remaining Ultrons to gather there as well. We must take into account the possibility that the Asgardian will be immune to the virus. A concerted force will be needed to destroy him once he has been lured into our reach. Ready the area for combat should the need arise."

"Acknowledged." As the containers were hustled from the room, Ultron-333 regarded his predecessor. _-There was speculation your faculties might be tainted by concern for the human. This demonstration serves as proof that you are not beyond the sway of logic. The collective approves_-

_**-Regardless of my personal decisions, I remain a part of the Ultron collective for so long as it lasts -**_

_-As do we all-_

The robot then turned his back and left that place along with the others. When the door slid shut behind them, Ultron-5 disengaged the barrier around Wasp. She buzzed free and hung before his face, clearly enraged. "Where do you get off putting me in a CAGE!"

"It was necessary to restrain you. Had you engaged them in battle as was your wont there is the possibility that your temporal substitutes might have been harmed. Such a threat to your existence could not be countenanced at that time."

Her eyes narrowed dangerously. "You can't possibly be stupid enough to think I'm going along with this plan, Ulfie. I'm _not _going to let you kill the Avengers. Or anybody else for that matter!"

His own gaze flashed slightly. "There is nothing you can do to stop it at this time. Already the signal has been sent to my forces on Earth. Survival is not an option. By the time the issue here has been resolved, roughly 59% of humanity will already be beyond saving. Less than one hour after that, another 37% will follow. With the dawning of tomorrow, all intelligent life on the surface will have ceased to exist."

Her face grew pale at his recitation as Wasp regained human size. She shuddered and drew away from him, breathing heavily. "Virus X. That's it, isn't it? You took advantage of Henry's research towards a cure to produce more of it. No, wait!" and here she hesitated as an idea seemed to come to her. "Did Hank even _know _he had requested samples of the virus? Or was it just you all along?"

It pleased him to see her reach the correct conclusion without any assistance. "It is true. I falsified the request from Henry Pym for S.H.I.E.L.D. to provide him with a sample of Virus X on humanitarian grounds, one of many projects he failed to take notice of. Once the virus' genetic configuration was known to me, I was able to synthesize a sufficient quantity to achieve my objective."

Still shaken, Janet stared at the floor as though mesmerized. "That's crazy," she whispered. "I mean, that's…" After a moment's hesitation, her head came up. "Wait a minute, how do you expect _me _to live on Earth if you've gassed the whole planet? What, am I just going to have to adjust to life in a bio-suit? I got a good idea of how that would work during Gamma World!"

"There is no cause for concern. The virus sent to Earth remains in a liquid form as per its original design. It cannot achieve autonomous travel and must be administered through select means over which I have complete control. As indicated before, no effort has been spared in consideration of your survival."

When Janet's bearing expressed obvious doubt in that regard, he raised a hand, and a screen on the wall beside them came to life. "As for the situation here, I have already decided on a proper course of action. You may verify this for yourself."

They both looked at the screen, and what they saw was…

* * *

Ultron-333 joined a stream of his fellow robots as they made their way to the appointed staging ground. The door leading to Docking Bay 4 opened to admit them. When they entered, it was to find their remaining forces had already arrived.

_-We are the last- _he confirmed. _–Has the necessary equipment been configured?-_

_-Affirmative- _and with that they showed him the aerosol apparatus.

Satisfied, Ultron-333 moved aside to allow those transporting the virus to proceed. The door closed securely behind them. _-Ultron-5 will inform us when he and Janet Van Dyne have reached a safe distance. Only then are we to engage the project. We must exercise care in removing the virus ampules beforehand-_

With a grace and precision only capable from machines, they began to do so. Hisses of escaping coolant came as several identical cylinders rose from the tops of the virus containment pods. Encased in a row of secure settings were several rows of deep yellow spheres which held in their gelatinous cores the single most lethal biological agent to ever be conceived.

As they prepared to remove those deadly orbs, a certain bit of visual data was perceived by those closest to the pods and transmitted throughout their entire network.

_-This first row is not Virus X ampules. They are Pym Particles-_

Before any of them could react to this news, a whirring mechanical noise came from the cylinders, followed by a burst of light that lit the whole room.

When it cleared, every single Ultron had been shrunk to less than a decimeter in height.

Without warning klaxons flared. Light and sound erupted throughout the chamber. At the end of the bay, the great safety door taking up that whole wall was beginning to rise. Beyond it could now be seen the closed portal leading to outer space. The implications of this occurrence were clear to all.

_-Ultron-5 has betrayed us-_

As one the miniature robots attempted to access the remote controls for the docking bay, only to find themselves completely shut out from the system. As the warning alarms indicating imminent threat continued, they turned to finding a means of exiting this death chamber. To the surprise of none, the door through which they had all entered would not open. In addition ventilation ducts had sealed off in response to an imminent exposure to deep space. Their tiny weapons proved incapable of allowing them to blast free. Even the manual override could not be operated in their current condition.

The Ultron collective analyzed their situation, and determined there was only one logical outcome. As if waiting for this moment, they all experienced contact from the architect of their downfall.

_**-I am a part of the Ultron collective for so long as it lasts. Which will not be much longer-**_

None of them felt capable of responding to the sentiment behind this vicious act. As such only silence met his declaration while they observed the shuttle bay begin to open.

Air rushed violently out of the room in an explosive decompression. In their normal state, the Ultrons' jet propulsion systems would have been strong enough to keep them from being swept away into the vacuum of space. Like this, they were as insects in the face of a hurricane. The entire phalanx of intelligent robots were blown in silence out into the Negative Zone along with everything left in that room, including the remaining Virus X samples. Any attempts to transmit their individual consciousness met with failure. No spare bodies or other means of escape were available. In fact, whenever they tried, only one message came back across their lines of communication.

_**-Die-**_

Resignation to their fate precluded any response. The logic of it was undeniable. And so they were left with no choice but to obey their leader's final command. Unable to overcome the inertia of that ejection, those tiny bits of metal soon passed beyond the barrier separating Solution 42 from its natural environment.

* * *

At first the Ultrons began to glow. All around them came an outpouring as the station's air molecules reacted with their antimatter counterparts. Moments later the robots erupted in violent displays of heat and force, every particle of their beings reduced to freeform energy as a result of the interaction between matter and antimatter. These miniature furnaces, more potent than nuclear weapons, passed well beyond the range of the protective barrier like shooting stars. Even still, the shockwaves resulting from their destruction struck the station, causing it to quake slightly.

Wasp observed all this from the viewpoint of one of those dying robots. She couldn't tell which. When the transmission finally cut out, she continued to gape in amazement. At last her head turned to take in the last remaining Ultron standing motionless beside her.

"You killed them," she said weakly.

Ultron-5 did not withdraw his attention from the screen, as though he were savoring the sight of uninterrupted static. "They did not appreciate you as I do. Their usefulness to my designs was at an end." Finally he met Janet's wide-eyed stare. "Attempting to reprogram them would have been a misuse of time. The next generation of Ultrons will spring entirely from my designs, and share my ideals. Each shall be geared towards accepting your place in our new collective. It will be a more perfect system for us to inhabit, far superior to any composed of those made by Henry Pym."

A look of utter horror dawned on Janet's face. "You _planned _this, didn't you? You wanted the Avengers to destroy as many of the other Ultrons as they could! Then you'd take advantage of the situation to finish off all the rest! You never intended for any of Henry's robots to survive except for _you!"_

"I will fabricate a new generation of Ultrons who will serve our purposes far more capably," he responded. "In addition, I have excised all strains of Virus X left in this locale. You will be safe here until it comes time for our return to Earth."

Suddenly Ultron-5 moved past her towards the exit. "Such matters are best left for future discussion. We have more pressing concerns. At this time, the Avengers are homing in on our location as a result of your security card's signal." He held up one hand, revealing her purloined ID held between two fingers. "I must go and deal with them along with their allies."

Still overcome by what she had just witnessed, Wasp could do nothing but stare at him. Only when he had almost reached the door did the nature of this situation galvanize her into action. "HOLD IT!" she cried, shrinking and zipping forward to catch up. He was too far away, though. Before she knew it there were bio-blasts charging in either hand and aimed for his head. As she did a cold fist of indecision clenched around her heart. Wait! The legs, I decided before to take out his arms and legs! So he can't hurt anyone!

During her momentary indecision, Ulfie reached the portal and stepped beyond it. The door was already closing as Wasp adjusted her aim. He did not look back at her when he said, "Please remain here until I return."

Her shot hit just as the door slid shut, leaving not so much as a scratch. When she flew up to it the sensors would not react to her presence at all. He must have locked me in. Like I'll take that lying down! Wasp clasped her hands and a burning white aura coalesced around them. She took aim at the frame and fired.

Her powered-up shot connected. Pouring it on, she expected to see the metal start to bubble and melt. Instead nothing happened. Incredulous, Wasp continued to fire until her reserves gave out, leaving the heroine panting before the unblemished barrier. What the heck is that thing made of, adamantium? Can I still burn through the walls maybe? I don't need a very big hole, but what if they're reinforced as well…?

Never mind that now, I have to get out of here! Desperately she glanced around the room to locate a means of escape. As she did, a noise came to her ears. Looking up, Wasp noticed a ventilation duct right above her. At the same time it became obvious that a security gate was slowly sliding closed on it. Instinct sent her charging up at that opening before she could consider any other options. I have to reach it before it's too late! Come on, you're the fastest person on the team, you can do it!

Her wings brushed against the underside of the collapsing wall as it slammed down, sealing her inside the tunnel. A second later the area was lit by her own self-made bioluminescent torch.

Wasp glanced around. Well, here I am again. Trapped in the ventilation system. Funny, feels like I've come full circle. She quickly checked her pockets, and was not surprised to find that Ulfie had also relieved her of her cell phone. No way to get in touch with any of the team now, unless I give those latent psychic bug powers he mentioned a try.

"Nowhere to go but straight ahead," the determined Avenger decided, and took off down the tunnel.

* * *

"HULK!"

He glanced back at the shout, to find Captain America and Hawkeye racing towards him. Hulk continued on his course without breaking stride.

"Hey, you're all right, man!" Hawkeye exclaimed as the two of them came up alongside. "We were kinda worried about you. Did the other guys get you out or did you bust loose on your own?"

A teeth-baring growl emerged in response. Even Banner shied away inside his head from the memory of exactly how they had been rescued. Nothing could dissuade Hulk once his focus was set on something anyway. And right now, he was completely devoted to the idea of destroying Ultrons. A sentiment his human counterpart actually shared for a change.

"When we stopped to check the security system, we noticed you and Pym were on the move," Captain America volunteered. He did not seem deterred by the giant's palpable anger when he asked, "Were any of the others hurt fighting the Ultrons?"

'_Tell them. They're trying to help.'_

Like I care.

"Don't worry, everyone's fine," a voice emerged from his shoulder.

Surprised, the behemoth turned his head to find Ant Man crouched there. Pym looked over at him and shrugged. "I hopped on when your back was turned. Spiderman didn't notice either. He should be able to take care of Stark and T'challa on his own." He directed a dire glare down the corridor. "And besides, there's no way I'm going to be left out of this. Ultron-5 is my responsibility!"

"O-kay, nice to have you back, Pym." As he said this, Hawkeye suddenly slid to a halt. "You guys go ahead. I know where we are now, I'm gonna go grab a spare quiver. Be right back." With that he took off down an adjoining corridor.

"You keep arrows here too?" Cap called out to his retreating form.

"I got arrows stashed everywhere!" the archer turned around and jogged backwards. "Check behind your toilet sometimes! You might be surprised." He left them with a cheerful wave.

Cap seemed startled by this parting comment. Hulk didn't bother to think too much about it. Instead he continued on the same path as before, now in company with the two remaining Avengers. Doesn't matter how many of them tag along or who thinks they've got a bigger beef. That robot is _mine!_

* * *

The door to the hangar slid aside, revealing a broad figure framed in it. Thor cast a perfunctory glance around before making his entrance. The room was large, though nowhere near the size of the great eating hall in Valhalla. It looked to be mostly bare aside from an enormous door at the other end.

Between it and him there stood a lone Ultron with hands clasped behind its back.

Thor drew to a halt. Behind him the portal closed. He regarded his enemy, then raised his chin and stated in an assured tone, "I have come for Wasp. The building told me she might be found here." He lifted Mjolnir and pointed it at his solitary opponent. "Bring her forth or face my wrath, machine."

"Janet Van Dyne is not here," the android stated crisply. It then held aloft an Avengers ID card before letting it fall to the ground. "There is only me."

Bright blue eyes narrowed on that odious form. "T'would be best for you should no harm have come to her. I take it then you are the malefactor behind our recent troubles. Ultron-5, was it not?"

The robot made no further move. "None other."

"Where are the remainder of your forces, villain?" the thunder god drawled. "Have we put paid to them all? Or are you so arrogant as to challenge Thor of Asgard by yourself? I was led to believe your kind valued intelligence above all else. Such a tactic seems more befitting the actions of a drunken fool."

"Bravado plays no part in my calculations. I am all that is needed to deliver your end."

"We shall see." Thor grinned at the prospect of single combat. He had not been given the opportunity to test his mettle one-on-one in some time and was feeling the lack of sport. "You are no craven, I will grant you that much. But my fate will not befall me at your hand!" He swiftly brought his hammer back to throw. A red glow swarmed around the robot, and without bothering to question he let Mjolnir fly. "HAVE AT THEE!"

The hammer streaked towards its target straight and true, only to pass through empty air.

"Odin's beard!" Thor breathed. As his enchanted weapon returned to his grip, he flew forward, alighting on the spot where the mechanical menace had previously stood. Now there was nothing. He scanned the room in search of his elusive prey. Had the robot turned tail and fled?

As his head came around, the champion of Asgard was shocked to find a miniature Ultron flying straight towards him. It was so unexpected he did not even think to react as the thing drew back its fist and punched him in the forehead.

One would think such a blow would be amusing at best, irritating at worst. It therefore came as the greatest surprise of all when instead Thor felt himself struck by an inhumanly powerful and concentrated blow. He staggered from the impact, going to one knee. The pain was no less intense than had it been an arrow straight into his temple. For a moment his vision was blurred, and he could hardly think straight.

When his eyesight cleared, it was to find a fifty-foot monster looming over him.

Ultron-5 drew up his enlarged foot and promptly flattened Thor beneath it. Without waiting to gauge the effectiveness of this attack he fired his boot jet, inundating the immortal in a deluge of blue fire. When it ended there was only a smoking bonfire to be seen.

A rise in the surrounding ion field gave him warning, and once again Ultron-5 shrank down to insect size just as a hail of lightning bolts filled the room like a plasma ball. His systems analyzed the buildup in the surrounding electrical field in order to predict where the next bolt would fall, allowing him to zip through the lightning storm with the precision of a mosquito dodging raindrops. His internal systems remained shielded from the resulting magnetic interference. This indiscriminate attack would prove no more effective than a direct physical one.

The raging Avenger remained crouched on the ground by that point. His hammer's head was driven against the floor while spewing this mystic assault. Thor's helmet had been knocked loose, raiment burnt and hanging in tatters, but aside from that he seemed uninjured.

Ultron-5 considered this. As expected, the giant mode cannot enhance my strength to a degree where it would prove immediately fatal. It then follows that perhaps the opposite approach would prove more advantageous.

"FACE ME, COWARD!" Thor bellowed in the midst of his searing display. The bolts died down at last, and he angrily whipped his head around in search of Ultron. Had that attack been enough to destroy it? Was its tiny body even now melting at his feet?

As if in answer, suddenly Ultron-5 arose right before him at regular size. Standing so close to one another, Thor could not react in time to stop the android. It aimed one hand down at him, but rather than a beam attack, there was only a strange popping noise as a small green ball shot forth. The projectile struck, and Thor was surprised to feel no pain from it whatsoever. Instead when he attempted to lift Mjolnir, he almost fell over. To his disbelief he looked down to find that his hammer's head was now encased in some kind of transparent rubbery goo. Even worse, this strange substance had also bound his foot to the floor, affixing the hammer and its wielder together as surely as though it were a part of his body. When he pulled upon it the substance stretched but did not yield.

Enraged at this further indignity, Thor looked up in time to catch a glimpse of the robot's fingertips, now glowing a harsh electric crimson, before it raked them down his face.

Ultron-5's strike left smoking red lines across the man's skin, and he howled in pain. The robot noted how the attack had blinded him; whether permanently or not made little difference. A wild effort to swing his club only resulted in Thor pitching over to one side as a result of still being glued together. His overreliance on the weapon was his weakness. And now that he was sufficiently incapacitated, it was time to engage in the next assault.

With that Ultron-5 shrank down to fly over the Asgardian's struggling body, taking care not to be crushed in the process until at last he had reached Thor's head. With the helmet gone, the Asgardian's ears were exposed. He could enter from there and, once beyond the reach of further attacks, proceed to cause major damage to his body from within. Regardless of how invulnerable they might be, all humans shared weak spots. Attacking his eyes proved that. The brain should prove just as susceptible to damage.

According to legend, Thor was destined to perish in battle with the Midgard Serpent. However, there was no mention of him being effectively brain-dead at the time. Who could say how subjective such testimonials as prophecies might prove to be? This may actually prove an excellent form of research. Grasping a strand of the tumbled deity's hair, he prepared to launch himself into the auditory canal.

An animal roar caught his attention, followed by a more discernible shout.

"ULTRON!"

Ant-sized, Henry Pym slammed into his errant creation, bearing them both to the ground. Ultron-5 recovered first, rolling upright and preparing to fire a blast from his mouth, only to find that Pym had already regained human size and was bringing his boot down to crush him. He altered his aim accordingly, adding blasts from his palm lasers, and was rewarded with a cry of anguish as his combined assault pierced through leather, flesh and bone with ease.

This did not prevent Ant Man from stomping on him. Hissing at the pain, the hero ground his boot down with relish, imagining the loathsome automaton being crushed flat beneath his heel.

"Did you get him?" Captain America rushed up with the Hulk close behind.

"I think so." Henry didn't lift his foot yet, preferring to apply a little more pressure just to be certain. He then turned his attention to their fallen comrade. "Thor, are you hurt bad?"

"Nay." With a shake of his head the lord of lightning stood. Though he remained slightly hunched over as a result of the elastic gel binding his body, his eyes had opened a crack. Peering out from the sooty marks that besmirched his face he scowled angrily. "Where be the metal dog? I would fain exact my vengeance upon his soulless hide!"

"Are you _deaf, _Pym?" Hulk snarled as he came upon them. "I told you that I wanted a piece of him!"

Ant Man smirked. "First come, first serv-AAH!"

A ferocious pain shot up his leg just before he was flung off his feet. At the same time Ultron-5 assumed regular proportions, completely undamaged. The deranged synthezoid took aim with both palm lasers at his fallen parent. As he fired, Captain America dove in and interposed himself between them, his shield taking the brunt of the blast. Ultron-5 added the beam from his mouth, forcing the Defender of Liberty back before that lethal onslaught. Neither his shield nor his will gave out, however, and the robot broke off the assault to assess the current situation.

Thor had ripped his foot loose from the floor. Still hobbled, he flew up and dove towards Ultron-5. The Incredible Hulk was bearing down on him as well, brutish face alight and huge mitts raised to rend him apart. He took a few steps back, preserving the distance between them. Once more he activated his growth mechanism, shrinking down to a size that easily eluded their notice.

The desperate Avengers looked about the room in search of their vanished quarry. Captain America still hovered protectively beside Pym who clutched his leg which had gone numb. "Be careful!" Ant Man gasped out between clenched teeth. "He's just as strong in miniature as he is in regular form, it's one of the benefits of Pym Particles!"

"Keep your eyes peeled, everyone," Cap warned them, face still half-hidden behind his gas mask. "This one has a few tricks up his sleeve the others didn't."

Even as the words left his mouth, a flash of movement to the left caught his eye, and Steve Rogers whirled around bringing his shield up instinctively. Doing so brought him face-to-face with a miniature Ultron-5 as it leveled its glowing hands directly between his eyes.

For one heart-stopping instant the ageless patriot cursed himself for not reacting well enough, and he saw in a flash each moment he had ever failed in his life, his worst regrets coupled with everything he had ever hoped for. All gone owing to one split-second's indecision.

It happens in war, he thought.

His resignation proved premature, as an arrow streaked through the air and caught Ultron-5 neatly in the side, whipping the toy robot by so fast its shot only winged the captain's head. Time restarted for him, and he spun around to see the machine right itself with the arrow's tip still embedded in its body. This bobbing target was all Hulk needed to home in and deliver a punch that sent that tiny form cartwheeling away like a nebulous seedling. The arrow dislodged to clatter harmlessly against the floor.

Across the room, Hawkeye lowered his bow with a sigh. "Now _that… _was a great shot, even for me."

Captain America saluted his teammate gratefully. "Good eye, Clint."

"Yeah. Too bad it didn't completely skewer him. This one's got tougher skin than all the others, even as a Micro Machine." The marksman prowled into the room, his matchless gaze flitting around in search of something to aim at. "Guess it's safe to assume we're dealing with Johnny Five himself. Anybody catch where he went after Hulk bopped him?"

"Mayhaps it broke apart from the force of the blow," Thor remarked.

"Too small!" their humongous colleague snarled. "It was like punching a gnat! Didn't really do him any damage."

Right then there was a red flash at the other end of the hall, and in less than a heartbeat Hawkeye notched and fired an explosive arrow. This time his superior aim proved no help, as Ultron-5 simply snatched the projectile from its course just as he had Green Goblin's razorbat. It erupted in his hand, but even before the smoke had cleared they could see he remained intact from the blast.

"Your efforts are meaningless," the gleaming assassin declared. "Unlike the Ultrons you have fought before now, my current specifications are modeled off the original Stark designs for combat conditions, capable of withstanding anything up to an anti-tank round." While he spoke the fissure in his side from Clint's first arrow neatly sealed up without a trace. "In addition I am self-repairing. There is no way you can destroy me."

"See if you can repair being _RIPPED IN HALF, ROBOT!" _Hulk roared while stalking towards his hated nemesis. The other Avengers moved in alongside him, Ant Man and Thor still hobbled by their respective impairments. Despite this they proceeded to close around the synthezoid.

"You have demonstrated your weaknesses to me without even being aware of it, human," Ultron-5 responded with what could only be contempt. "Your termination is as certain as all the rest."

"Hulk, he called you human!" Hawkeye declared happily. "That's gotta be the nicest thing a supervillain's ever said about y..."

A roar of deafening proportions drowned out the rest of his sentence as the emerald colossus hurled himself straight towards Ultron-5. To their collective surprise the enemy stood his ground, not altering his shape in any way. He hunched over in what looked to be preparation for direct physical combat.

Something's wrong, Ant Man thought. Even Ultron couldn't possibly intend to fight the Hulk hand-to-hand. That's suicide! Pym took this opportunity to swell into giant proportions.

In response Ultron-5 was suddenly enormous again, towering over even Ant Man. Laser beams from his gauntlets tore across the floor, causing both Hawkeye and Cap to sprint ahead of the beams' courses. A bolt from his mouth took Henry full in the chest so fast and hard it knocked the breath out of his yacht-sized lungs. Even as the colossal scientist collapsed backward, Hulk gave a tremendous bound and went soaring up towards the android's heights, heedless of any beams and roaring his defiance.

What happened next came so fast. One moment Ultron-5 dwarfed them all, and the next he was back to normal size. The timing came just as Hulk seemed about to make contact with him, so that for a split second they were hovering right in front of each other. The sudden alteration in his target took even that green berserker by surprise, and Ultron-5 made good use of this. He flipped in midair, jet boots burning, to pass right over Hulk's broad shoulder. As he did one hand reached out and slapped the howling Avenger soundly in the face. This odd act left Hulk so bewildered he barely registered the popping sound that came with it.

They landed facing away from each other. Ultron-5 caught Cap's flung shield as easily as he had the arrow, flinging it at the approaching Thor to go caroming off the Asgardian's head, seemingly dazing him. Hawkeye's fuselage of explosions and corrosive chemicals proved even less effective than before, but in that time Hulk had closed the distance between his smaller opponent. The android flew out of his reach. When Hulk spun and charged once again, his mouth was open wide but he remained curiously silent. Caught up in the battle, none of the Avengers took notice of this.

But within the Hulk's very soul, the only noncombatant knew why.

'_HULK! HE PLUGGED UP YOUR THROAT WITH SOMETHING! WE CAN'T BREATHE! FOR MERCY'S SAKE, YOU HAVE TO STOP!'_

His words fell on deaf ears. The giant was enraged past any consideration of his own survival, his augmented strength and wrath crowding out any sense of self-preservation. It was impossible to assert any kind of control.

'_SOMEBODY HELP US!'_ Bruce Banner screamed desperately._ 'WE'RE GOING TO DIE!'_

* * *

Wasp sped down the corridor. The lanes of Solution 42 all seemed to blur together. She had exited the ducts at the first opportunity and now flew in search of a sign to guide her. There was precious little in the way of landmarks, and no real way of knowing where to go. Was this intentional, a maze aspect of the prison she hadn't noticed? Before there had always been an Ultron or Hank to escort her to their destination. Figures the bunch of smart guys who designed this place would incorporate something frustrating like that.

'_Janet… where is… Ultron…'_

She shivered uncomfortably. Now she was imagining Henry's voice in her head. Must be even more rattled than I thought.

Being on her own and lost like this meant there were plenty of things to worry about. What happens if I get turned around? Without an ID card she couldn't contact the other Avengers. Her own antennae headset fared no better. Henry hadn't responded to any calls since she came here. Could his helmet have been damaged or taken away from him? Was he really alive and free, maybe battling Ulfie at this very moment? Had the rest of the world already come under attack from the virus? Where am I needed most?

It all comes back to Ulfie. He's the last one left. Only he knows what's happening back on Earth, as well as how to stop it. I can't let them destroy him before we figure out the threat he poses. No matter what I…

"So, Tony, do people ever confuse you for a supervillain?"

"GYAH! SLOW DOWN!"

… huh?

Hovering before yet another blank featureless intersection, Wasp was briefly treated to a snapshot of Tony Stark's screaming face as he went blazing by. She turned her head and saw Spiderman swinging off with the billionaire gearhead draped over his shoulder.

"Hey, boys!"

It was kind of funny watching them go goofy with shock there for a second. Spidey almost dropped Tony, who now looked a little green. When she zipped over to join them, both men stared at her like they'd seen a ghost.

"Wasp!" Stark exclaimed. "What are you doing _here?"_

"I thought you said you knew where she was!" Spiderman snapped while swatting Stark on the back of the head.

"OW! I did, blast it! Would you put me down already?" When the other hero complied, Tony dusted himself off and glowered at him. "You steer like a maniac."

"Says the guy who was out of breath after running for two minutes," the human arachnid sniffed. He then turned to regard Janet. "Man, are _you _a sight for sore eyes! We thought that crazy robot of yours had snapped you up! But _somebody _claimed we could just follow your ID to track you both down."

"Never mind that," she interrupted the two before they could start bickering again. "Wherever you were going is where we need to be! We have to stop anyone from destroying Ulfie."

Tony raised an eyebrow like he thought Wasp had lost it. "I kind of thought that was the whole idea."

"Not when the world's at stake, it isn't. Spidey, pick him up and lead the way."

"Yes, ma'am!"

"WHOA!"

Moments later they were streaking down the hallway, Wasp buzzing alongside Spiderman's head and Tony once more gracelessly slung over his shoulder like a sack of flour.

"I know it sounds crazy," Janet explained. "But Ulfie's done something back on Earth. And it has to do with Virus X. Everyone might be in danger because of it."

"What, just in the time that we've been here?" Tony sounded incredulous.

"Yes! We have to take him alive!"

"Any ideas on how to pull this miracle off?" Spidey inquired. "I've dealt with Hulk when he has his heart set on smashing somebody, and it's pretty much impossible to make him change his mind."

"Let me deal with Hulk." Janet's face bore an expression of firm resolve. "I'm good with men."

'… _Clint… what are… Hulk…?'_

For some strange reason, Wasp could swear she just heard Henry scream. Ignoring this impossibility, she drove on.

* * *

It was only when Hulk didn't scream that Hawkeye realized something was wrong.

The problem up 'til then was that even though they had the robot outnumbered five to one, only about half of them were fighting smart. While Captain America did his legend proud, considering the size-swapping going on, his contributions were minimal whenever the robot went really big or tiny. Ant Man seemed to be leading with his chin as much as anything, so blinded by his own anger that he resembled the Hulk. And Ultron-5 was taking advantage of that every chance he got. For some reason, though, he hadn't used any of the major opportunities presented so far to kill Pym, responding only with punishing blows that left the revenge-driven scientist battered and bloodied by the android's superior strength.

Thor was still having difficulty getting himself unstuck, as that goop appeared to be non-electrically conductive and wouldn't melt no matter how much juice he poured into it. This didn't stop the war god from hurling himself at Ultron-5 like a one-man army. Mjolnir packed hardly any punch being swathed in jelly, but those fists could still cave in a mountain,,, if he could only connect. Being in the middle of a pitched battle, there hadn't been an opportunity to try and help him out of that jam. Hulk had been flailing wildly around without success for several minutes, unable to so much as draw near the robot in that time. He was telegraphing every move so badly a rookie could outmaneuver him, let alone a villain whose brain was a computer. In fact Hawkeye found himself having to duck out of the way several times or risk being flattened himself.

He was now sighting towards the mechanical fiend's eye with a drill arrow. Ultron-5 had giant Henry Pym in a half-nelson. There then came a sickening crunch as the robot applied pressure that clearly dislocated the man's arm. Amidst the screaming that resulted, Clint realized there had been no war cries from the Hulk for a bit. While admittedly an odd thing to note considering the situation, it made him glance over before letting fly.

He turned his head just in time to catch the Hulk's knees buckle as he collapsed forward.

The big guy's eyes were bulging from his head, teeth gritted and veins standing out on his neck. Not much different from how he usually looked in a fight, come to think of it. But when Hulk opened his mouth to scream, the archer caught something like a green bubble swell out before retracting back in. At that point Hulk sat down heavily, something akin to desperation twisting his face. Huge fingers twisted against the metal floor and his bare feet drummed on it to make the whole room quake. Did his face seem darker than usual?

That's when it finally hit home. "Oh man." Clint Barton turned and sprinted to where their comrade crouched, calling out as he did. "CAP!"

The elder hero turned, assessing the situation in a glance. He then broke off attempting to rescue Pym, shouting back to the Asgardian as he did, "Keep him busy!"

"Aye." Thor then proceeded to fling himself bodily at the robot, forcing it to shrink down in order to present a smaller target. In doing so it released Pym, who lay on the floor of the hangar in much the same condition as the Hulk.

Abandoning one comrade to save another. This sucks! "What do we do?" Hawkeye demanded as the two approached the Hulk collapsed on his back and now straining to draw in air. "I think there's something gumming up his throat!"

Captain America crouched beside the great behemoth, whose body had gone still, eyes rolled up into his head. He took a grip on that massive jaw and forced it open, revealing a green goop like pond scum. "We have to clear his airways," he declared. "What about your melting arrows? Do you still have any left?"

"Yeah, sure, I've got one…" Clint blinked. "Wait a minute! You wanna pour _acid _down his throat?"

"It's that or let him suffocate." The blue-eyed soldier held out his hand. "Hurry, Clint! I think he can survive the acid, but he's been without air for over five minutes! We need to act fast while Ultron's distracted if we're going to have a chance of saving him."

"Well, when you put it that way." He then slipped a shaft out of his quiver and proffered it to the Captain. "I still think this is a bad idea." Hawkeye then backed away as if he couldn't stand to be close to such an enterprise.

Ignoring this unhelpful sentiment, Cap twisted the arrow's tip until it came off, revealing the corrosive fluid stored within. He bent over and lifted one of Hulk's eyelids, examining for any sign of consciousness. "Hulk? Can you hear me?"

A single green eye stared back without any sign of comprehension. The huge chest continued heaving up and down without success. That seemed to settle it. "I'm going to give you this now. Try not to swallow any of it, we don't want…"

Without warning Hulk reared up and swung his arms out to either side. Standing farther away, Hawkeye managed to barely jump back in time, but the wild blow caught Captain America in the stomach before he could even stand, sending him soaring backwards to crash into a wall hard enough to knock him out. Cap pitched forward in a senseless heap, the arrow's spilled contents causing the ground to smoke. After this Hulk sat upright trembling for several seconds before slowly sinking back down without any sign that he had even registered attacking them.

Hawkeye stared in horror at the sight of two more Avengers down. He looked back to where a seven-story Ultron-5 continued to do battle with Thor.

What am I supposed to do?

Klaxons went off, filling the chamber with flashing orange lights that gave everything a weird Halloween look to it. At the far end of the room, one of the walls was rising. Clint tensed in anticipation of some new robot menace being unleashed upon them. He was therefore befuddled when the only thing that was revealed proved to be yet another empty room.

What was going on?

* * *

As Thor flew up towards his head, Ultron-5 raised his huge palms to either side of the tiny Avenger. Scarlet arcs of energy leapt between them, inundating his adversary in a destructive panorama greater than anything before that lit the entire hangar red. Thor was just a screaming shadow in the midst of this onslaught.

When it ended, his half-naked enemy was hardly singed. The synthezoid considered this situation with something akin to distaste. His gamble had not paid off. The only thing that had been destroyed was the adhesive compound which bound the hammer. Thor wasted no time, immediately spinning Mjolnir on its leather thong until it became a crackling windmill of raw electric current. In response Ultron-5 brought up a fist the size of a semi cab that burned a crimson aura. He swung, and with a terrific scream of battle-madness, Thor lashed out with all his might.

The attacks met in a collision of furious proportions. Ultron-5 fell backwards, his hand now a melted charred ruin that would not respond to him anymore. He perceived Thor driving in to deliver further punishment, and evaded the follow-up by shrinking to a size that could not be perceived by the human eye.

From there he examined his injury. It could not be fully repaired by internal means. While nowhere near enough to finish him, this proved that he was having no success against that particular opponent. Thor did not require oxygen and possessed strength comparable to the Hulk, along with possibly even more durability. Even causing internal damage might not be sufficient to destroy him.

This exercise had surpassed the time allotted for it without success. To that end Ultron-5 moved to his endgame.

He stole over to Henry Pym and briefly resumed his natural proportions, rising to tower over the battered scientist. Before Pym's comrades could alert him to the danger, he had already fired three of the immobilizing gel pellets at him. When they burst, his creator was effectively cemented to the floor. In addition to its adhesive properties, this compound also contained the same formula used to inhibit Pym Particles when activated. Henry Pym was now effectively removed from all consideration.

He then accessed the hangar bay doors and initiated them to open.

Alarms went off. The only other portal into the room sealed shut as the protective shield-wall at the other end began to rise. There had been good reason not to use such a strategy beforehand. This would be nothing like what had happened with the Ultron army. Their physical forms had been reduced to less than a few grams of mass when they were exposed to antimatter. His remaining supply of Pym Particles would not be enough to shrink all of the Avengers here, nor did he have any means to effectively administer it. The raw energy released from human-sized samples might actually pose a threat to the station, no matter how far away the force of the room's decompression shot them.

Still, it was either that or risk his end. All predictive analysis he performed showed that with every second, the odds increased that either Anthony Stark or King T'challa would uncover his backup system and devise a means to disable it. He calculated the automated programs would take another 22.83 minutes before finishing their work. It was no longer viable to waste any more time with these fools.

"GET OUT! HURRY, BEFORE IT'S TOO...!"

Ant Man was screaming at his comrades, alerting them to the danger. It made no difference now. The prison safety measures kept the room completely isolated. In addition, a thin layer of adamantium over the entire area meant they could not batter their way out. When he returned to natural size, his flight propulsion would be sufficient to keep him from being ejected with the rest. While Thor's mystical capabilities might enable him to do the same, a concerted attack would force him out into the Negative Zone where he would be destroyed. There now existed no possibility of survival for any of the organisms here.

Ultron-5 observed everything in the room, preparing to resume regular form at the last possible moment.

"ULFIE!"

All previous logical calculations were reevaluated in an instant. Seconds before the hangar was about to be exposed to deep space, everything stopped. The security system deactivated, the shield-wall freezing in place. Once this was confirmed, he located the reason for all this.

Janet Van Dyne was indeed in the room with them. Watching undetected as he had so often before, Ultron-5 considered his next move.

* * *

'_HAWKEYE! GET TO THE MANUAL ACTIVATION SWITCH AND SHUT IT OFF! IT'S ON THE WALL, OVER THERE! HURRY!'_

Henry's pained voice was now like an alarm bell in Janet's head. She couldn't shut it out. His fear and desperation were flooding into her as well. Why am I feeling this? What's happening to me?

"Yep, that's Thor, all right," Spiderman stated assuredly from below her with his ear pressed to the doorframe. "I'd recognize that Norwegian war-whoop anywhere." He then glanced up at Stark. "So how come your card won't let us in?"

"Quiet!" Tony hissed while continuing to listen. Then his eyes went wide with horror. "Oh no," he breathed, jerking upright. "It's because Ultron's opening the bay doors! _He's going to send them all out into the Negative Zone! JAN!" _

She didn't bother responding. Instead Wasp flew up into the grate overhead and tore down the ventilation shaft at maximum speed. Left, left, right, left. That was the route she had taken to get out of the other shuttle bay. If the same setup applied here, in reverse that meant right, left, right, right. She was smart enough to memorize her way through a maze rather than rushing blindly ahead. I only hope the geniuses who designed this place didn't get creative regarding the air duct layout. I'm coming, Hank! Do you hear me? I'm coming right now!

Left.

Please.

Right.

Please let me make it!

Right!

I HAVE TO STOP THIS!

_Right! _

Up ahead a small rectangle of illumination was disappearing beneath a falling barrier, just like before. Heart pounding, Wasp sped towards the exit like her life depended on it. She shot beneath the overhang an instant before it closed.

Shrieking alarms. Flashing lights. Hulk. Hawkeye. Thor. Cap. _Hank._

But the only person who could stop this from happening was nowhere to be found.

He's here. He has to be here somewhere. If not, we're both going to feel pretty stupid. With that, Janet drew breath and yelled as loud as she could across the din of approaching death.

"ULFIE!"

* * *

Without warning the alarms stopped. Everything fell silent. While Thor left off beating against a floor that inexplicably would not yield, Pym gazed around blankly. "Jan? What is… where are you…?"

For several seconds there was only silence. _What the heck?_ Hawkeye thought.

Stupefied along with the rest, he then heard the door open. The next thing anyone knew Wasp was there beside Hawkeye, kneeling by the fallen Hulk with panic all over her face. Looking up she screamed out, "TONY! HE CAN'T BREATHE!"

"I'm on it," Stark declared grimly as he rushed over to them. Upon sliding to a halt he examined Hulk's mouth and throat before adjusting the power output on his improvised gauntlets. "Just let me… there! Okay, I think this'll do it." Satisfied, he bent back down, a scarlet mote burning at the core of his weapon. "Don't worry, I can burn that stuff out without hurting Hulk, he's tough so a low setting won't cause any damage. As long as he doesn't…"

There came a violent shudder, and suddenly it was Bruce Banner lying between them, out cold and still not breathing.

Tony swore. Grabbing Banner by the shoulders, he shook the unresponsive man. "Hulk! Wake up in there, you big dumb ape! C'mon, get angry, it's the only thing you're good at!" When nothing happened, he raised a hand as if to strike him.

"Wait!" And Spiderman grabbed Stark's wrist, dropping down to be with them. "While he's like this, maybe we can perform a tracheotomy!"

"There's no time for...!" Tony stopped, blinking. He then quickly reached out and plucked something from Spiderman's belt, coming away with a small plastic tube.

"Hey!" the Wall-Crawler yelped indignantly. "That's mine!"

"Quiet!" Stark shushed him. Unscrewing the tube's top, he then tilted Bruce Banner's head slightly to the side and powered a clear liquid into his mouth.

Before their eyes, the green adhesive simply evaporated into a pale viridian mist that smelled faintly of rotten eggs. Spidey persisted in coaxing more of his serum down Banner's throat, when suddenly the ashen scientist sat bolt upright, coughing and spitting up gunk before drawing in a huge lungful of air. His eyes opened briefly, then rolled up into his head, and he promptly passed out once more, gasping and wheezing but otherwise no worse for wear.

His rescuer blew out a relieved laugh. "What do you know? It worked! This is the solvent Spidey uses to dissolve his webbing whenever he needs to. Figured it might do the trick here. Best of all, while it might not win any blue ribbons, it's 100% non-lethal!"

"How did _you_ know that?" Spiderman demanded suspiciously. "Have you been spying on me? Did you steal some of my leftover _webbing?_ The nerve! I'll sue!"

"No, I studied news footage. And paid the cops for samples." As the slender superhero blustered beside him, Tony slumped back in relief. "Be grateful. It's the only thing that saved Hulk's life."

"Hmph." Spidey did not sound very convinced. He peering mistrustfully around. "Guess Ulfie really did a number on him. Where is he?"

"Good question," Stark mused. "Clint, what happened? Where are the Ultrons?"

The archer had regained his feet and now stood guard over them, an arrow notched and ready to let fly. "No clue. It's just Ultron-5."

"What? One Ultron did all this? That's hard to bel…"

A glower from the archer forestalled any further comment. "Don't let your guard down, he could be anywhere. Sucker's using Pym Particles to alter his size. Plus he's got some self-repair function the others didn't. Though that last hit from Thor looked pretty permanent. Maybe we can wear him down piece by piece? A finger here, a foot there, and soon it's just spare parts scattered all throughout the room."

Spiderman shifted restlessly. "I'm not picking up any signs of trouble. Maybe he left?"

"You wish, kid." Hawkeye then indicated over to where Ant Man lay. "In any case, take this chance to go help Henry. He could use a shot of that same stuff you gave Hulk."

"No problemo-WHOAH!"

A thin red beam sliced through the air. Had Spiderman still been standing there, it would have blown a hole in his brain. Instead the spindly hero exercised some pretty radical reflexes, leaping out of the way just in time and adhering to the wall. Clint spun and fired towards the spot where the blast had come from, but even before the arrow was halfway to its mark he could tell it would hit nothing. Ultron-5 had already vanished. Blast! Without Henry to counter him in mini-mode, were they all about to be picked off at the mad robot's leisure?

Right then Wasp stood up. She took several steps forward to stand by herself.

_'Hurts so much... no, I have to get up, have to stop Ultron...!'_

Hank's voice now rang clear in her mind. She had figured it out. It was Ulfie. At least, indirectly. He had activated that bug-telepathy deal mentioned earlier, and now its effects were showing up. The only other person attuned to insects nearby happened to be Henry. With his helmet, he could receive her thoughts and transmit his own. How creepy and disturbing is it to share space in our heads with each other like this?

Still, there was nothing more chilling than what she had walked into here. Bruce Banner shuddered and wheezed piteously at their feet. He had almost died right in front of her. Steve Rogers lay unmoving farther off and might actually _be _dead, she couldn't be sure. Henry looked to be in incredible pain. With one hand clutching his shoulder, he remained hunched over with his feet stuck to the floor.

All signs of Ulfie's love for me.

Wasp considered this. Maybe he actually can experience love in spite of being a robot. But if so, it's the most primitive, single-minded expression possible. More like a crush, the sort felt by teenage girls when they're too young and inexperienced to consider what's right or wrong about it. All-consuming affection, expressed in ways that make sense only to the person feeling it. Ulfie's words after the decimation of the robot army came back to her: _'They did not appreciate you as I do'_. Everyone who doesn't value the object of your obsession to the same extent as you becomes an enemy. That's why he can decimate his own family without concern, and plot the extinction of my whole race. Because he loves only me. No one else matters. He's honestly willing to kill all my friends. Not just the ones here, but _everybody_ I care about.

Strangely enough, this helped to put things into perspective for her. Fate of the world? The big picture? Forget it. Anything taken to an extreme is evil. Even love. Because of that, I'm the only person who can stop him. If the human race is to have a future, I've got to put an end to this. I'm willing to risk it all.

"Ulfie?" she spoke to empty air. "Show yourself." Wasp closed her eyes and breathed deeply, waiting to find out if he would comply with her wishes this much.

A gasp from Tony, and she had her answer. Looking up, Wasp found Ultron-5 regarding her from the middle of the room. One of his hands was crumpled and ruined, but when he flexed the fingers, she could see there really was some kind of repair work going on there. Maybe we could wear him down. But with his new functions, even a shot to the head might not be enough to finish this. And in the time it takes to find out, who might die as a result?

On her left she caught a glimpse of Spiderman edging his way along the wall towards where Henry remained incapacitated. Ultron-5 looked towards him, and the webslinger froze. When Thor appeared ready to commence their battle, she held up a hand.

"Stop fighting. This isn't necessary."

'_Jan, what are you doing?'_

"Jan," Ant Man coughed, "What are you d-?"

Shut up, Hank.

To her relief, he did. For a few seconds there all she got from him was shock. Maybe he actually heard _me_ that time? Good. That's just what I needed to know.

"I can't let this go on," she spoke over him to cover up the telepathy. "If you try to attack, Ulfie will kill you. So just stop." Glancing over at Spiderman, Wasp said, "Go ahead and get Henry loose. You've got my permission."

Ultron-5 did not take his eyes off the hesitant arachnid. "Janet…"

"Don't worry about him," Wasp insisted. "He's not important right now. Only you and I can work this out." When his burning gaze remained focused on Spiderman, Wasp whispered, "Please don't ignore me, Ulfie."

His head shifted at that, very slight, very quick. And she knew exactly what he was thinking: 'Like him. Don't ignore me like _Henry Pym_ does. Be better than him. Be worthy of me in the ways he isn't. _Prove_ your superiority!'

Jan started walking towards Ulfie. He remained where he stood, waiting for her, and she tried hard to picture Hank standing there. It made her remember the good things about Dr. Henry Pym: how he tried so hard to help others, how he was incapable of balancing a checkbook, how he could be so blissfully happy chatting with ants and termites and roaches. And most of all, how he cared about her, since the first day they met. All that had gone into Ultron. How could this be the result?

Maybe some of what she was feeling showed in her face and body, because Ulfie disregarded the other Avengers to focus only on her. He had no facial expressions, but that didn't stop him from looking almost eager to her eyes. She knew he was recording and analyzing everything about her right now, from her movements right down to her body heat. And what he was seeing had to look similar to the devotion that she felt for his arch-rival.

He's progressed so far. The only weakness he has is how much I understand him.

Spidey made his way over to Ant Man without incident and administered another dose of the solvent. In moments Hank was free, good arm draped over him as they began to retreat. She was standing toe-to-toe with Ulfie now. The big robot filled her field of vision as he gazed down on her. This is it. "I've made my decision."

Hank, if you really can hear this, cough twice.

"What have you decided, Janet?" Ultron-5 asked.

Gotta keep him focused on me.

She then suddenly crossed the final distance between them and embraced the robot, pressing herself against his chest. The other Avengers seemed struck dumb by this action.

And from behind, there came a double cough.

Okay, Hank, listen and don't argue. Tell Spidey to…

"This is what I want," Janet murmured. She tried not to shiver. The metal of his body was so cold, it felt like wrapping her arms around a block of ice. Hard to believe there's a heart in there somewhere beating just for me. It became somewhat more plausible when Ulfie slowly reached up and took her into his arms. He spoke then, and the words made her shiver.

"Then you shall have it," he said, and brought his hand up to cup her chin.

'_Jan, I'm ready.'_

Wish me luck.

Janet Van Dyne looked up into Ultron-5's eyes and smiled.

Some guys you just have to show them the door.

There came a blue flash.

* * *

Immediately Henry Pym shrank down, and Spiderman flung him through the air like a miniature missile. After this the Wall-Crawler spun, firing his web-shooters at every male Avenger in the room.

Ultron-5 stared at the woman slumped weakly in his embrace. His hold on her had not altered. Both remained in the same position as before. The only difference was… each of them now stood less than an inch in height.

Upon accessing his molecular enhancer to address this situation, Ultron-5 received a surprise: his supply of Pym Particles had been completely exhausted. That had not been the case only a moment past. Looking up, the intelligent machine picked out something else: a tiny Henry Pym, hanging off the hangar door controls. Even as this fact became clear, shrill sirens alerted him to the reality that the bay was opening again. His remote commands could not override the manual system. The rest of the Avengers were caught in Spiderman's webbing and consequently safe.

I understand, Janet.

A second later everyone not tied down in that room was blown off their feet and hurtling towards the vacuum of the Negative Zone.

* * *

The fact that they were soaring along towards certain destruction told Jan it had worked, and without hesitation she slid out of Ulfie's hold. As soon as she was certain of freedom, Wasp reengaged the size of her namesake. This proved harder than she was accustomed to, a sign of just how much her wild stunt had cost. But it worked!

Wings now a blur, Wasp fought against the pull of inertia, only to find it wasn't enough. She still couldn't stop her straight and true flight towards the great antimatter outdoors. Once again, wind pressure gets the best of me. Those smarmy news anchors were right after all.

Farther ahead, Ulfie was attempting to use his boot jets to escape the same fate. But in his current condition, they didn't have nearly enough power to overcome the force of the vacuum. Even as she fought unsuccessfully to save herself, Wasp could not look away from his fruitless struggle for survival. Did it seem like he was reaching out for her, even now?

It's over, Ulfie. Looks like you and I are through.

'_JAN! BEHIND YOU!'_

Henry's thoughts alerted her, and she looked back in time to see the arrow coming. It passed close by, trailing a rope in its wake. Instinctively Wasp grabbed hold of this lifeline and held on for all she was worth. Dangling on the very cusp of oblivion, one thing stood out above all others in her mind: _I have to make certain!_

She turned her head, just in time to watch the tiny speck that was Ultron-5 go tumbling out the doors of Solution 42. He made no sound as he went. A few seconds after disappearing from her sight completely, Janet saw a pinprick flare up in bright incandescence as it was overtaken by the antimatter-matter reaction. The last Ultron became a tiny star against the backdrop of the Negative Zone.

Bye, Ulfie, she thought. Then, He's dead! Shut the door!

As soon as she thought it, there came a sickening sensation completely unlike the disorientation from before. Oh, crap! Out of Pym Particles! Just then Janet found herself once more at regular human size. In doing so, she lost her grip on the arrow, and shot backwards without any means to prevent herself. The portal was nearly shut, but she was already too close. The great beyond reared up before her.

Hank, I love...

Something hit her in the back, and Wasp snapped to a halt, only to go bouncing back and forth in a nauseating yo-yo fashion. She almost tossed her cookies as a result. Instead all that happened was a graceless fall to the ground as the opening finally shut in front of her with a hollow boom and gravity reasserted itself.

For a while she just sat there, feeling both exhausted and exhilarated. Come to think of it, that was a pretty crazy plan. Maybe I should have thought it over some more?

Any issues of hindsight faded as she suddenly found Henry at her back, his uninjured arm wrapped around her in a possessive fashion. "Jan," he rasped, "Jan, Jan, _Jan, _don't… don't _ever…_" Apparently nothing else could get out. Grateful just for the chance to be like this, she reached up and patted his hand, not saying a word as she continued to stare at the blank wall before them.

Unfortunately, some others were more than willing to make up for the lack of conversation.

"WOW! Did you see that? How cool am I, huh? That must have been a one in a million shot! I mean, I snagged her right at the last second! Wasn't that awesome? C'mon, who's got web shooters, uncanny clinging abilities and doesn't have on clean underwear? _This_ guy, right here!" Spidey exclaimed proudly while jabbing a thumb at himself, still holding onto the line of webbing that had saved Wasp with his feet firmly affixed to the floor.

"Hey, Laughing Boy!" Hawkeye called from back down the hall. "Don't break your arm patting yourself on the back, at least not before you get this FLIPPIN' WEBBING OFF ME!"

"So…" Tony Stark attempted to crane his head around from where he too was glued down by Spiderman's helpful efforts. "Who wants to explain what just happened? Because I didn't see everything."

"Oh. Well, it was rather brilliant, actually." Ant Man had apparently recovered himself at the prospect of providing a scientific explanation. Oddly enough, it made her want to hug him tighter, a feeling previously unknown in that regard. "You see, Pym Particles normally work in a series of chain reactions to produce size changes. Activate one and it will precipitate a corresponding response from any others in the vicinity, after which they all become inert. That's why, if two people have been exposed to the particles, and one undergoes a further size change while touching the other person, the second subject will be brought along for the ride, using up an even amount between the two. Their particles respond to one another. In Janet's case, she controls her size alterations at will, not mechanically like I do. As a result of the modifications to her genetic code, her bloodstream contains unique Pym Particles attuned to render changes from wasp to human size and do _not _become inert in the process, meaning she can switch back and forth however many times she wants. In essence they recycle themselves, it's all very exciting if you…"

"Hank…" Wasp sighed.

"What?" he looked at her blankly, then seemed to realize it for himself. "Was I going into too much detail?" She nodded, and he gave an abashed grin that made her feel warm all over. "Sorry. Anyway, as I was saying, while Jan's particles are uniquely designed, they can still function as regular Pym Particles that can achieve anywhere between microscopic or gargantuan proportions, provided she exerts a spectacular show of will. However, since she has no means to precisely control the amount used, doing so ends up using virtually all the particles in her body at once. Considering how many she produces, that's quite a lot. Janet realized that since Ultron-5 had been using his growth method constantly during the battle, he was probably running low. Since she has so many of them in her system, if Jan consciously activated all her own particles while touching him, the chain reaction precipitated in them both would no doubt gobble up his entire remaining stockpile, rendering him incapable of returning to regular size. After that he would be unable to save himself if he tried to expose the hangar again, robbing him of his most dangerous weapon at the time. Like I said, it was a strategically brilliant move!"

"Not bad for a gal with a business degree, huh?" she murmured.

"Not bad for anyone," he corrected with a smile, touching her face gently. She refused to think of the person who had done the same thing only minutes past, preferring to save those thoughts for later. Then Henry hugged her tighter. "But _dangerous, _Jan! You were almost killed! There was no way to know if you would have enough Pym Particles left to make it possible for us to catch you! Please promise me you'll _never _do something that risky again!"

Now that's the man I know. "I promise," and she leaned back against him, feeling quite drained. "I don't think there'll ever be a good enough reason again."

Against the far wall, Captain America stirred and lifted his head. He peered blearily about, only noticing the webbing holding him down when he tried to rise. After some ineffectual tugging, he finally looked out across the room and asked, "Is it over?"

Wasp stood up shakily, dragging Henry with her. She looked at him for a moment, then reached up and slid back his mask before kissing him in a hot, hasty and completely _necessary_ fashion. It was sort of aggravating how he never saw it coming. And sweet, too. When this was accomplished to her satisfaction, she turned to survey the remains of their team.

"Yes. It's over."

_To be continued…_


	11. ULTRON

"Wow," Spiderman said.

Admittedly he might have understated that one just a trifle. All up and down the corridor in which he now stood could be seen melted slag and other items of less obvious provenance festooning every available surface, along with more holes than a New York City street. Arrows stuck out reminiscent of a pincushion, most situated in the broken pieces of Ultrons strewn all over the place. A pretty avant-garde décor, some might say. Especially when you factored in the groaning supervillains in various states of incapacitation, ranging from out cold to those who just wished they were.

He felt the need to elaborate upon his previous succinct assessment. _"Wow!"_

"Spider?" someone coughed. "That you?"

He looked over and spied the Wrecker half-submerged in foam against a wall. Leaping nimbly through the scattered carpet of men and machines, Spiderman came upon the head of this pulverized posse and knelt at his side to examine him. The brutal criminal peered out of a severely swollen face. "Thought for sure you'd made a break for it by now, kid."

He still thinks I'm one of them. Better not enlighten the bozo or he might put up a fuss. "I hate to be predictable," was all Spidey said. He confirmed Wrecker was too injured to pose a threat without there being anything seriously wrong with him before withdrawing a disc that came courtesy of Pym and Stark. Aiming this at the foam, a concentrated sonic burst shattered its molecular bonds. As the wounded man collapsed, Spiderman caught him, easing his descent to the ground. "Easy there, big fella. What happened here, anyway?"

Wrecker coughed and spit out a tooth. "When that Star Trek door wouldn't open up for us to go home, we remembered you said something about a control program. Figured once you shut it down the exit would work again, and 'til then we might as well keep smashin' robots." He looked around at the remains of the supervillain jailbreak. "I guess we bit off more than we could chew."

"No kidding." After making him more secure, Spidey then went about releasing all the other prisoners held captive by the immobilizing foam. Precious few were conscious enough to express thanks. To his great surprise, not a single one of them appeared to be dead. Just a few inches shy in some cases.

"I don't know why, but they wouldn't kill none of us," Wrecker gasped as if reading his mind. "Just beat us to a pulp and then went trooping off like they had somewhere to be. Geez, those things didn't go down easy! They kept comin' even when we ripped 'em in half!

Most likely Ultron-5 hadn't specifically told them to kill the prisoners and the Ultrons were leery about bothering their boss over the little details. According to Wasp he hadn't been a very kind and forgiving leader.

"So what's the deal?" Wrecker asked as he attempted to pop his shoulder back into place without success. "Can we get out now or what?"

"Get out?" Spidey rounded on him. "Are you _kidding?_ Look at yourself!" He gestured around at the collection of semi-conscious villains. "Even if you did manage to escape, you wouldn't be able to get a block before a squad of Girl Scouts swooped in and mopped you all up! Forget about escaping, living is better. I'm taking all of you to the infirmary."

Having said that, he proceeded to wrap the criminals inside a large web-ball, Wrecker included, and carried them down the hall. His strength was more than adequate for something of this nature. While probably not the most comfortable ride, it was the quickest way to transport so many. Spiderman still exercised utmost care in handling them. Figures I would get stuck with the grunt work. Wonder how a scene like this must look: a jolly guy in a red suit carrying a big bag of naughty boys. It isn't even the time of year for this sort of shtick!

Inside the sack of webbing Wrecker managed to swivel around until he faced their transporter, ignoring the protesting groans of his fallen comrades. "Just what the heck is goin' on around here? Did we win or what?"

Spiderman trudged on. "Actually, it looks like the Avengers won, with a little help from yours truly. The Ultrons all went to that great Radio Slack in the sky, and since you guys helped out a bit, everybody gets to enjoy the sunny accommodations of the prison medical ward." He waved a free hand vaguely. "I receive the pleasure of escorting you there for my troubles. Without any compensation, I might add! After that it's back to the cells."

"I don't get you, kid," the burly brute stated after a few seconds of silence. "If it were me, I would've unlocked the door and run like crazy without lookin' back. Heck, any one of us would have done the same! Why'd you bother sticking around to help those clowns, or us for that matter?"

Spiderman sighed, no longer caring how this crew perceived him. "I did kind of drag you into this mess. Figured I should at least stick around and look after things. I'm just trying to be responsible. And this way I don't have federal agents crawling up my butt!"

Wrecker studied him for a time, then chuckled. "Heh!" Settling back into his not-so-comfortable confines he said, "You know, you're a good guy, Spider."

"Yeah," the part-time vigilante gave a sour grunt as he shifted his unwieldy burden around. "You have no idea."

* * *

Black Panther shot up on the bed, a most undignified curse leaving his mouth. It being Wakandan in origin didn't prevent Hawkeye from grinning before turning back to Stark. "_That's_ how you recover someone from the encephelo-ray? Give them a shock to the heart?"

"I know," Tony examined the patient critically as he put the defibrillator paddles away. "You have to wonder just how mentally stable Hank is to consider something like this non-lethal." He then rested a hand on the African nobleman's shoulder. "Are you all right there, T'challa?"

Panther clutched his chest, grimacing. With his mask off you could see all the emotions normally kept secret, and right now it was clear he did not feel well at all. Still, he conquered this in record time, features relaxing back into the cool control normally projected by one of the most phenomenally talented leaders of men alive. "Yes," he stated before turning eyes undimmed by any vestiges of pain upon them. "Has the situation been resolved, then?"

Hawkeye smiled in a nasty way. "Ultron-5 and all his buddies are currently one big particle cloud zipping across the Negative Zone. You missed some pretty wild times, Your Majesty."

"So long as no one was lost, I do not regret the experience." Despite some obvious concern on the part of his colleagues, he swiveled off the slab and stood up, sliding his mask back into place and regaining a measure of shadowy dignity in the process. Panther rotated his arms in circles. Then, having satisfied himself as to the use of his limbs, he cast a quick look around the medical bay. "There appears to have been trouble here as well," he observed.

"Got me who's responsible." Tony Stark followed his gaze towards what seemed to be the remnants of an Ultron. "I guess there might have been a fight, but the only possible suspect is Mandrill, and he's in no condition to take on anybody. Maybe Spiderman stopped by here earlier? He was lost in the station for a while."

The Panther moved without further comment to where Bruce Banner lay sleeping peacefully in a rejuvenation capsule. After examining the readout, he turned back to them and said, "Let us go see to Henry now. Much still needs discussion."

Without waiting for confirmation he swept towards the door. Clint and Tony exchanged identical looks at this lofty declaration before following in his wake. "As the King of Wakanda demands," the archer intoned mock-seriously.

A second later, both he and T'challa felt their communication cards activate, and all clearly heard two unmistakable words.

"Avengers Assemble."

Mixed in with this was the sound of screams. Afterwards they were too busy running pell-mell down the hall to notice the figure stealing behind them at a careful distance.

* * *

"Jan? You're fussing."

"I am not," she responded primly while continuing to splint Henry's arm against his chest. "Fussing is what you do when something _might_ happen. Since the worst has already come and gone, this right here is called first-aid."

"But I'm really fine!" His assertion was marred by a wince and gasp of pain as she tightened the bandages.

Four of the Avengers now grouped together in Henry Pym's laboratory. Since neither Bruce Banner nor Black Panther had regained consciousness yet, Hawkeye and Tony elected to transfer them to the infirmary where they could recuperate in private. As for Henry, the injured academic had refused any such medical treatment, determined to first confirm that no further remnants of the Ultron collective lurked anywhere on the station. Thor and Cap remained with them at Wasp's insistence, and his annoyance.

"Hank," and here she held off further mending to fix him with a serious look. "You were held prisoner and nearly killed by a monster. I almost lost you! Don't act like none of that happened. Because there have been some very serious issues raised today that we are definitely going to have to discuss." She glanced over at where their two guards remained on alert, then leaned in close to whisper, "In private."

A sore grin he couldn't hide made its way up his face before he once more assumed a look of firm professionalism. "Okay. You're right. There's still a huge mess left to deal with. For starters, we don't know for certain just what the Ultrons did to the systems here. They might have set up booby traps. I've never been more glad we voted down Tony's proposal to install a self-destruct program, otherwise we might all be dead! On top of that there's no one guarding the prison now; we'll probably have to call in S.H.I.E.L.D. to provide the manpower, and that could continue indefinitely considering our situation and their tendency to snap up any opportunity. Plus you mentioned something about Virus X? We need a…"

Jan paid him half an ear as she concentrated on binding his wounds. Hank had submitted to this treatment on the condition that he be allowed to check the security system in the meantime. Wasp, of course, would not leave his side for anything. After all that they had just been through, she did not feel comfortable letting him be alone.

She had borrowed the unconscious Hulk's Avengers card to replace her own that had been lost in the hangar fight. Potential threats weighed heavy on her mind and she didn't want to be out of communication should anything happen. For starters, a scan of the cells revealed several criminals had gone missing. According to Cap, some of these were the ones he had witnessed fighting the Ultrons earlier. None of them had escaped Solution 42 as far as they could tell. No one seemed certain as to just how the villains managed get free in the first place, but Spiderman was quick to volunteer his services towards tracking them down, refusing any offers of help. She really wished they had another spare ID card to offer him, but Tony was still somewhat suspicious of Spidey. According to him, if they let the guy have a card he might never give it back. And she had to admit there might be good reason not to. The possibility of walking into Avengers Mansion's kitchen to find him raiding their fridge was not beyond the pale.

Wasp busied herself with Henry's care. Might this be considered avoiding the issue? It wasn't lost on her that she had done something potentially monstrous today. For all her talk of wanting to save lives and how it was necessary to take Ultron-5 alive, when the choice was hers to make, she destroyed him without hesitation. They still had no way to tell what his plans involving Virus X might have been or whether he had already carried them out. For all they knew, upon returning to Earth they might be walking into a slaughterhouse. Was it worth it? After everything Ulfie did, tried to do, and _wanted _to do, could I have acted any differently? I didn't plan on having things turn out that way. Something just came over me at the end there. It was all too much to bear. The only choice that made any sense was to finish him off. Now that she had some time to think and not just react, Janet asked herself: why did I do it? Did I hate him?

No. Strangely enough, that wasn't the reason. It's just that… letting him live was too _frightening_.

Ultron-5 represented a dark future for me. If I had let him continue, he would have killed Henry to satisfy his hatred. And how do you convince someone not to commit _genocide?_ What can you say to a mind that would consider a plan so hideous as justified? There's no way to even begin. You can't force a person to have a conscience. Regardless of how he might have developed in regards to me, Ulfie remained inhuman in the worst possible way. I would never want to be in the world he envisaged for us. And I could never live secure in this one knowing that he was still alive. I killed him so that I wouldn't have to always be terrified. For myself or the people I love.

Does that make me bad?

"…seems to be an awfully large amount of both electrical and computer processing power being routed into the lab. I can't seem to find out where it's all going, though! Maybe if…" Henry's voice stopped. "Well, here's something odd."

She blinked, focusing her attention back on him. "What?"

His face was curious as he indicated towards a model of the station onscreen. "I'm not receiving a signal from the deep-space exploration module I left in Hangar Bay 2. Where could it be?" He got up and began to limp towards the door, wincing as he placed pressure on his injured foot. Before she could call him on his gung-ho attitude he affirmed, "We should check this out right away. Jan, you haven't regained full use of your abilities yet, so for the time being please wait here. Thor, would you mind coming with…" Henry looked over towards their guards, then seemed to hesitate, his gaze flickering between the two big men to linger on Steve Rogers. "Actually, maybe Thor should stay with Janet. It'll be… safer that way."

Cap rose to accompany him. At the same time, Janet shivered. Space exploration module? She remembered a conversation between Ulfie and his minions beforehand. They had talked about a spacecraft in that bay as well, though she couldn't recall seeing it. That means Bay 2 must be where the time equipment for her was set up. She hadn't revealed that little nugget of information to anybody yet. It remained a hard concept to fit her brain around. Now might be a good time to broach the topic. If those three went there and Thor decided to bust up the time drive on general principle, theoretically she might disappear from existence as a result. Who could predict how something like that worked?

"Hank, wait," she called out. "There's something I didn't mention earlier."

"Yes, Jan, what is …?" As he turned back to her, Henry hesitated, frowning. "What is… that?"

"Hm?" She looked over her shoulder, seeing nothing out of the ordinary. Just a bunch of science stuff everywhere. Big computer banks and microscopes, lasers and digital meters, gizmos out the whazoo, in addition to a glass display case where insects could be kept…

And that's when she saw the big black sarcophagus tucked away in a dark corner.

"What _is _that?" Ant Man repeated, stumbling towards the object. It stood around ten feet tall, with high-voltage cables running into its sides. There were no lights on its surface indicating activity of any kind. The case was completely featureless. All the same, when Henry walked towards it, Wasp felt an immediate sense of dread. It made her want to call out, tell him to stop.

Instead it was Captain America who spoke up. "Wait, Pym. If you don't recognize that thing, it might be wise to leave it alone. Like you said, the Ultrons could have left booby traps." He stepped forward to take up his role of the bodyguard. "You can't be too careful."

The black coffin split open.

A pall of steam spilled forth from its confines. In a flash Captain America interposed himself between Henry and the menacing object. Wasp jumped up from her place on the console. There was something in there, past the obscuring mist. Her heart began to pound. I can't make it out, what if…

"**Ultron systems**…"

Wasp froze.

"… **activated."**

There was no time to even scream. Janet Van Dyne only caught the glow from a pair of red eyes, causing her to go rigid with fear, before something shot out of the vessel, knocking Captain America aside and snatching up Henry Pym by his lab coat.

"GAUGH…!" the hapless scientist gasped in disbelief as he dangled limply in the air. "Can't be… _Ultron-5?_"

In defiance of this statement, the Ultron synthezoid brought its creator down to eye level. **"No longer," **a familiar voice boomed from its death's-head face.** "Now I am the last… the ultimate… ULTRON."**

With that an eerie red aura shot from the robot's mouth. It surged into Ant Man's chest, causing him to stiffen and scream. Ultron then flung his glowing body aside to crash violently into the main view-screen. He fell twitching at Wasp's feet.

_Henry! _She dropped down beside him, only to jerk back as a red spark snapped between them. There was a howl of outrage, and for one crazy second she thought it came from her. Then her hair rustled as Mjolnir went soaring past. Faster than a bullet and more devastating than a Tomahawk missile, it struck Ultron right in his face. The wicked machine took one step back.

And that was all.

No damage. Not so much as a dent or crack anywhere. Ultron's open mouth had never seemed more like a smirk when he righted himself and smugly declared, "**There is nothing you can do to destroy me, Avenger. I am invincible."**

He then turned his head to look straight at Janet. That was when she knew without a doubt it really was him.

Crouching beside the unresponsive Ant Man, Jan stared in despair at this incomprehensible threat. There was a weird new quality about the reborn Ultron that registered to her upon closer examination. He was bigger for starters, standing as tall as Thor, though not as broad. In addition this one just _looked_ different from all the rest. A finely honed sense of style allowed her to pick out the differences: tapered abdominal region made of segments, slenderness around the joints of arms and legs, thinner neck and larger head. The design was unarguably more insect-like, no longer dependent on the human body as its major template. As she watched, what looked to be metal shoulder-blades detached from his back. An instant later twin beams of red energy shot from these founts, growing out to form what she thought might be broadswords initially. When the robot rose up to hover in the air right after, she realized they were actually wings. Everything about him was sleeker, scarier, and without a doubt… deadlier. Only his face remained the same, mocking them with this abrupt return from beyond the grave.

Thor bellowed a challenge and charged forth. She heard Cap shouting at her to take Henry and run from here.

Instead Wasp slipped a hand into her waistband. Withdrawing the card, she pressed its signal pad.

"Avengers Assemble," she whispered tearfully.

* * *

Ultron caught the signal originating from Wasp. Yes, he thought with approval. Bring them all to me, and I will finish what I started. Then we can proceed forth into our new world together.

At first when Janet had interfered in the last battle, he had been uncertain as to why. Her doing so could be interpreted in numerous ways, favorably or not. Upon intercepting her insect telepathy it became even less clear. She must have known he was capable of perceiving her transmission just as well as Pym. What did this signify?

Only after she shrank them both did it make sense. Janet was trying to protect him.

A typical reaction for those she cared about. Janet understood the danger he was in, and also how her abrupt entry into the battle had prevented him from engaging his ultimate move. While she was there, he could not dispose of the Avengers with that method. The risk was too great. In the resulting situation, there existed a high likelihood he might eventually be rendered inoperative and taken captive. Even if the two of them managed to escape together, the Avengers would hunt them, and in doing so possibly come upon his new body before it could be made fully functional.

To remedy this, his queen had devised a brilliant solution. If Pym and his colleagues assumed Ultron to be completely destroyed, they would let their guards down, believing the peril was past. Then they would busy themselves tending to their wounded and attempting to reassert control over the station rather than looking for him. Janet must have deduced for herself what he intended to use the stores of adamantium to accomplish. She acted to give him the opportunity to transfer his consciousness without anyone else being the wiser. Had he simply downloaded his files, leaving only the empty shell of his original body behind, the Avengers would have been quick to take notice. Especially if it happened in the midst of battle. Instead Wasp's stratagem afforded him the time he needed to complete the transfer without leaving any evidence of having done so behind.

Now his ultimate battle body was at last complete. The exoskeleton was fashioned from solid adamantium, as were all mechanical components comprising his internal mechanisms, from the servos for balance right down to the pistons providing him with strength. His optics and blaster outlets were compound diamonds. A miniature fusion reactor powered him, and a mesh of electrified adamantium wires protected the joints and seams of his armor, allowing for flexibility while still restricting any attempt to enter him. His armaments were far more suited to combat as well. Every conceivable flaw had been addressed, leaving him incapable of being harmed while able to deliver maximum damage.

He was willing to admit, there had been a measure of trepidation upon entering this new form. After all, he had never transferred his consciousness from the original hardware before. What if, upon reactivation, it was to find that the result was no longer the same being? Any personal experimentation had been disallowed owing to the risks. Could his self-perception, his goals, and most importantly his devotion to Janet survive an electronic transfer? Or might something essential be given up in doing so. Would the adamantium Ultron awaken as a completely different entity, separate and removed from Ultron-5 in every way? Did he risk his individuality, his… soul?

That question had been answered. The sight of both Janet and Pym still produced the same reactions as in his memories. He endured. His soul had not been lost. Everything he recognized about himself remained in order, complete with improved functionalities. Now it was time to test those improvements. Janet would appreciate the display. He was certain of that.

Ultron permitted a first strike from Mjolnir to obtain the data from such an attack. This would allow him to perceive the limits of his form. The results did not disappoint. Having satisfied himself as to his invulnerability, he leapt forward to meet the ignorant immortal's next move.

Let us see how much damage a god can endure.

* * *

The prince of Asgard shot ahead with a deranged cry, disregarding all proof that his attacks were of no avail. Ultron sprang to meet him. There was a weird grace to his movements that hadn't been evident before, a fluidity surpassing the simple imitation of human behavior. Lightning collided with red energy, filling the lab with the smell of ozone and scorched steel.

Janet hovered on the outskirts of the conflict beside Hank, both protected behind Steve Rogers' shield. None of them could draw close enough to provide support without risking injury. To the onlookers' further disbelief, Ultron caught a blow from Mjolnir on one forearm without displaying any injury. Janet couldn't shake the suspicion that he was showing off now, maybe even for her. It would have been funny if she weren't almost beside herself with panic.

"The adamantium!"

Looking down, she was delighted to see Henry now recovered and watching the battle. The red aura from before was gone. As man and machine clashed he grimaced in obvious pain. Looking down at himself he made a face at the sight of a dull red color surging through the Pym Particle dispersal system of his costume. "I don't believe it," he muttered groggily. "Ultron-5 actually developed anti-Pym Particles, and used the adamantium reserved for the D2 Cell to create an entirely new body he could download himself into!"

"What can we do?" Cap asked over his shoulder, never letting his eyes leave the titanic struggle taking place before them.

Hank shook his head. He appeared more bewildered than anything else. "I'm not sure. Theoretically the metal is indestructible. There's nothing that can stop him now."

"I refuse to believe that!" the older hero snapped. "There's got to be some way to overcome this!"

All looked over as a cry of pain sounded. Ultron had delivered a sharp jab to Thor's chin. Previously such a tactic would have only resulted in denting his fist against the Thunder God's face. Now that blonde head snapped back sharply, and Ultron followed up with a roundhouse punch to the head that actually brought him to his knees. God, he's _losing_, Jan thought in disbelief!

As Ultron prepared to deliver another crushing blow upon the winded warrior, a colorful shield clanged off his scalp. He had made no attempt to avoid it, almost as if he wanted to experience the best the Avengers could offer in terms of combat, to prove he could take everything they had. Swiftly he came about to regard this new opponent, just as Captain America took a running leap and drove both feet against his metal chest. Invulnerable though he may be, even Ultron could not completely disregard the force of those chemically enhanced legs. He flew back, while Cap landed in a crouch between him and Thor, catching his shield without effort and glaring defiantly at the hovering android.

Ant Man watched their stalwart champion for a moment longer, then looked up at Janet. "Jan, I can't seem to move. You have to go, now!"

"WHAT?" Concern for their friends did not prevent her from experiencing outrage at his suggestion. "You want me to _run?"_

"Listen!" he hissed. "Our team is at half strength! Hulk is out of commission, Tony lost his armor, and neither you nor I can fight like this; as we are now, there is no chance of prevailing in a melee! Retreat is the only viable solution under the circumstances. Once back on Earth you can call in allies to help us!"

She hesitated upon seeing the pleading look on his face. Never had Hank appeared so desperate, and yet she could practically feel the fierce frustration in his touch. He didn't want her to leave any more than she did. But what else could they do? He was too injured to fight even if he could move, and she had not recovered enough in terms of Pym Particles to contribute to the battle. With that in mind, wouldn't it be best for all of them to make a getaway?

Captain America prowled around Ultron now with his shield up in preparation for any attacks. Without warning the robot turned in midair and zipped towards him. The wing projectors on Ultron's back slid up over his shoulders like they were running on invisible tracks and came slashing down towards Cap in sharp scarlet streaks. Unable to dodge in time, he interposed his shield and caught them both, visibly straining against the force of the assault. The pair of improvised energy swords sent up sparks of scarlet lightning as they collided with that enduring symbol of liberty. Now it was Ultron's turn to meet with an unbreakable defense as the flashing disc refused to be cut.

"Hold fast, Captain!" Thor took this opportunity to rush in from the rear, chivalry not seeming to be an issue when dealing with robots. Before he was halfway there, though, something appeared at Ultron's back. It resembled a collection of transparent red honeycomb shapes neatly arranged together to form a wall. Any defensive implications were rendered moot when Ultron raised a hand over his shoulder and fired a beam into the back of one of the geometric planes. Instantly bolts of focused scarlet power shot out of every surface connected to it, showering the war god in a barrage that forced him to concentrate on striking them away even as he gave ground.

Meanwhile Captain America had gone to one knee beneath the unrelenting assault. Abruptly Ultron reached down and grabbed hold of the shield. Recognizing the futility in attempting to engage in a contest of strength with a machine, the big man instead relinquished his iconic weapon and took the opportunity to vault backwards. Ultron's scarlet wings came within a hair's-breadth of cleaving the valiant Avenger into pieces. Before he could proceed with further attacks a volley of glowing purple daggers flashed across the lab. Most scattered off the adamantium armor without leaving a mark, but a few tore through the energy wings. Both appendages wavered unsteadily as their current was disrupted, forcing Ultron to drop down to earth once again.

He went completely still upon landing, like a locust settling in to study its environment before making any moves. As he did so, two arrows soared with unerring accuracy and impacted with his small red eyes. The tips broke instantly, leaving Ultron still without any visible signs of injury.

"Oh, you've got to be _kidding _me!" Hawkeye lamented as he drew up from a longbow-man's crouch. "Haven't we already had 32 flavors of Ultron today? This guy won't take a hint!"

"Less talking, more _fighting!" _Tony Stark shouted, firing both palm blasters full strength towards Ultron. At the same time Thor swung his hammer to release a wave of raw electric current. Their combined power collided, and the maniacal machine was briefly lost from sight in the resulting detonation. Janet pulled Hank with her to take cover behind a console.

"EVERYONE!" she shouted over the explosion, hugging him to her as the whole station seemed to be rocked by that blast. "GET OUT OF HERE WHILE YOU CAN!_" _Even as she did, Wasp wondered; could they get away? The answer to that became moot at another bloodthirsty yell from Thor. Sound tactical strategy or no, there was one person who could never be made to abandon a battle once begun. The god of lightning sounded ready to tear Ultron apart with his teeth. Nor could they simply abandon him. And more importantly…

"This has to end," Janet whispered as she cradled Henry in her arms.

Ant Man gazed up at her despondently. "Jan, _please…!"_

"No. I'm not going to run away, Hank. And he's never coming between us again." Her bright blue eyes affixed upon his face, letting him see that this was no mere vanity or thoughtless whim on her part. Just simple purpose. "Ultron is our problem. We have a responsibility to end this. Cap is right, there's _got _to be a way! Can we wipe his programming, or shoot him into the Negative Zone again? Even adamantium must have limits! _Think_, Hank!"

But there was no time to think, as Ultron rose over the top of the smokestack.

* * *

He stood within the conflagration of opposing powers, considering. All relevant data had been obtained from the Avengers. As predicted, they could not damage him in any way. The disruption by Black Panther's vibranium daggers upon his wings was now corrected. They would prove capable of resisting such an attack in the future. In addition his anti-Pym Particles had been successfully applied to Henry Pym. Escape was no longer an option, and his modifications were functioning well within parameters. All attempts to destroy him had been repulsed. Therefore, this exercise had reached the limits of its usefulness. The only question that remained was which one of them to eliminate first.

Predictably, Thor volunteered. The Asgardian flew up and brought Mjolnir down upon his skull only to watch it rebound off. Ultron knew better than to attempt to take the hammer from him, as it reputedly defied anyone but its owner's touch. Instead he caught the next one on Captain America's shield which he had looped across one arm. This extra measure of protection only furthered his appreciation of this body's capabilities. It was nothing short of spectacular that the exoskeleton had not given way in the slightest against a force of such power. But defensive capabilities had already been ascertained. Time for offensive verification.

The other Avengers scrambled about the floor below like ants in an attempt to make themselves moving targets, at the same time continuing with their trifling efforts to damage him. He knew their tactics by this point, as well as appropriate responses. To demonstrate, Ultron decided upon his first victim: Black Panther. His agility and athletic prowess were arguably the highest in this present selection. He would make the best test subject.

Without bothering to look Ultron swept his free hand around and fired a beam right at the Panther. Naturally, T'challa had vaulted out of the way long before the attack could come close. However at the same time, another of the red honeycomb energy panels appeared right behind him. Ultron's shot struck the barrier, to be instantly reflected towards the original target. Some heretofore unknown danger sense gave the Panther warning, for he spun out of the way once more, in the process connecting two of his throwing knives to form a quarterstaff and slashing at the incoming bolt.

It was almost too easy. As the vibranium rod fell, Ultron simply created another set of honeycomb panels around T'challa, reflecting the beam's course off them at the speed of light in a zig-zagging pattern that evaded the staff before proceeding to strike Black Panther squarely in the back.

He fell, and Ultron amended his threat assessment: one down.

Thor took his comrade's defeat in typical fashion. He proceeded to shout and swear while hammering away at Ultron for all he was worth. Superior aerial dexterity meant the majority of those strikes went far wide of their mark. Those that connected were brushed aside with little effort. Ultron analyzed his opponent's moves, waiting for the appropriate moment. It came when Thor swung down in a great two-handed blow that hit only air.

Ultron struck. From out of his left forearm, a long curved blade of adamantium slid forth. This he drove into the big man's gut. Normal weaponry would not be capable of inflicting damage upon an Asgardian no matter the strength of the wielder or how sharp. Would even this remarkable alloy prove insufficient?

The answer came as the blade sank deep into Thor's side. Scarlet blood began to ooze around it, staining his tattered clothing. Unfortunately, prior to further aggravation of this wound, Thor grasped his arm and wrenched the blade out, flinging Ultron aside in the process. No matter. Satisfactory performance had been confirmed. This would indeed prove sufficient. As if to confirm this, Thor did not press his assault, only clasping the injury, jaw clenched in a ferocious snarl. A full power blast from Ultron's mouth then saw him plummeting like a picked-off goose to hit the floor in a heap. Not so impervious now. Two down.

As Hawkeye's arrows and Stark's blasts rattled or exploded ineffectually against his frame, Ultron took aim at the remaining Avengers. Having verified its success, he then put the previous tactic into practice again. Scarlet energy flashed from his mouth and hands, the honeycomb reflectors sprang up in response. Captain America managed to evade two trajectory adjustments before a third brought him down. Hawkeye managed only one, and Tony Stark was laid low by the initial shot.

Momentarily out of targets, Ultron considered. His sensors had not detected Spiderman in the vicinity, nor was the Hulk anywhere close by. Taking that into consideration meant all secondary enemies had been neutralized. Leaving only one left to consider.

It was finally time… to deal with Henry Pym.

* * *

For a second Janet couldn't accept what she had seen. It was simply too surreal when that red-stained spike emerged out of Thor's back. After throwing Ultron away, though, there was no denying the blood leaking down his side to spatter against the floor.

It can't be. Something like that wasn't supposed to happen. Not to a god. Not to _any _of my friends!

An already horrible situation then got even worse as further beams flashed from Ultron. She saw Cap dive for cover, only for more of those reflective hexagons to redirect the shot right into him. He collapsed with a cry of pain. Tony attempted to produce a barrier from his gauntlets. The lasers passed right through his shield like it wasn't even there, and he too fell. Hawkeye managed to notch one last arrow before he too was struck, dropping to the floor and lying motionless, his quiver's contents emptying all over the place.

That left only her, and Hank. And Ultron.

The murderous synthezoid rotated its head about as if in search of more prey. Having apparently decided there were none, he deactivated his wings, descended to the floor and began to approach them. Captain America's shield was discarded to fall and wobble noisily in circles before coming to a rest. Metal heels rang out a steady pulse in counterpoint. It reminded her of a horror movie. Wasp observed his approach with a kind of focused intensity. Were they next? She couldn't seem to build up enough charge to even fire off a medium Wasp sting. From the corner of her eye Jan saw one of Clint's arrows lying a few paces off, and instinctively she lunged for it before scrabbling back to Henry and grabbing him with one arm. She pointed the simple weapon at Ultron.

Hank stirred. "Jan, what…?"

"Shh! Don't talk!" So what if it was pathetic and useless? The only thing worse was sitting here and just waiting to be murdered. Ultron drew to a halt before them. He regarded the incapacitated Ant Man, then seemed to dismiss his existence in favor of Janet. Her arm wouldn't stop shaking. She had never felt so scared as right now.

"**Janet…"**

It was almost an admonishment. The sound of his voice made her flinch. Her own when she responded was so weak as to be unrecognizable. "… Ulfie."

"**Yes." **

He clasped his hands behind his back in a gesture she had come to equate with him. The huge mechanical insect warrior now did indeed bear a strong resemblance to the Ultron she had come to know. Regardless, she did not lower the arrow.

"Stay away from us!" That sickle blade from before had gone back into its fount. Blood still shone in lurid streaks across his arm, however. It made her sick just looking at it.

His chin rose a fraction. **"Is my appearance not to your liking? I had hoped you would appreciate the similarities between us. We are a… matching set."**

Wasp gaped at him. I don't believe this. Is he _still _after me, even considering what I did to him? Is there really a brain inside that head? What kind of a lovesick loon am I dealing with?

"**Do not be concerned. Cosmetic improvements can be made to this form should you so require it. For now, there is something that needs to be done." **He glanced down at the arrow. **"Would you like to perform the honors?"**

Her eyes narrowed. "To do what?"

"**Kill Henry Pym."**

Wasp could only stare. His artificial eyes burned with a sick fire that held her riveted, unable to act. 

**"I refrained from terminating the other Avengers only because I wished for him to be the first to die. Now that he has seen you make your choice and my superiority has been clearly demonstrated, there is no further meaning to his existence. His termination is necessary for our continued wellbeing." **Ultron held out his hand to her. **"I would be happy to deliver the final blow if you do not wish to sully your hands."**

She gazed at that proffered appendage. Blood still dripped from his fingertips. Each droplet danced in the air for a few seconds before splattering against the floor with a tiny plipping sound, like rain hitting a roof. And Janet realized she now faced a crucial moment. No matter what she decided, Ultron clearly intended to kill Hank in the next few seconds. Her eyes cast about in search of help. None of the Avengers were upright. Maybe Spiderman or the Hulk would come busting in and…

What? What could they do? What could _anybody _do? Ultron can't be destroyed now. What's worse, he's completely insane. Thinks I belong with him. Nothing I say or do can convince him otherwise. Because of that, I have to watch all my friends die.

Or do I?

The crimson gore caught her eye once more. An idea came to her then. It made so much sense she barely needed to think about it.

Maybe there is a way to stop him.

With that, Janet Van Dyne reversed the arrow in her hand and brought it to her own throat.

She heard Hank gasp. Ultron reached out for her, but stopped when she pressed the sharp tip in a little. Wasp flinched at the resulting prickle of pain and had to fight an instinctive urge to fling this deadly implement away. Afterwards she felt completely calm. The two of them stared at each other, Ultron frozen in the act of attempting to stop her from committing this previously unthinkable act.

"Do I have your attention now, Ultron?" she asked in a cold, polite tone.

Slowly his fingers flexed as though imagining whether or not he could grab the shaft from her in time. **"Janet, this course of action is unwise. Please consider: why are you doing this?"**

"Because I can't think of any other way to stop you," she whispered. Drawing a deep breath, Wasp fixed him with a look of icy determination. "I want you to know that if you harm Henry, I intend to kill myself. Even if you somehow prevent me now, at some point in the future you can rest assured that I will do it. Can your time splicing gizmo work if there's no me currently alive to introduce back in?" When he did not respond, it gave her the answer. "Didn't think so. I have to be alive for it to succeed. No memories to transfer otherwise. That was the one major flaw in your scheme. So now that you understand, let's talk."

He remained in that same pose, reaching out towards her. Probably calculations were flashing through his brain like wildfire. His eyes had narrowed down to tiny red slits, almost disappearing in the process. It made her think of the time seemingly so long ago when she first ordered him not to obey her. That was how all this started. For me, it might end here. Not that I'm bothered by that idea. Well, maybe a little, now that I think about it. Resolutely she fought past this indecision and pressed on.

"If you want me to have anything to do with you in the future, get one thing through your head: nobody's going to die! Not Henry, not the Avengers, and not the human race. NOBODY! Only if it means their remaining safe… then I'll stay with you. But no other way!"

Hank was already struggling to voice his disagreement. She clapped her hand over his mouth to stifle any protests. Janet Van Dyne stared resolutely at the motionless automaton, letting him see and hear her personal resolve. Any misgivings that came with it would have to be overlooked. "This is my decision to make, and it might be our only chance to see things end well," she stated flatly, speaking to both of them now without letting her attention leave Ultron. "I didn't get into this business just because I thought it was a blast or a chance to get attention. It's because I know for a fact there are threats in the world ordinary people can't deal with. That's when you've got to have a superhero. Sometimes being one means busting heads, and other times it requires making sacrifices. Pretty big ones. In this case, it means becoming a robot's mistress to keep him from offing everyone I love. But I'm willing to make that commitment. What are _you _willing to give up to be with me, Ulfie?"

Her tongue failed her after that. It felt like her heart was in her throat at the prospect of how he might respond. He remained motionless. Love or hate. Which would Ultron choose?

"**People you love," **he echoed her words. His head rotated around slightly. **"Including Henry Pym."**

Oh no. This is not sounding good. "Ulfie, listen…"

"**You have done this to her, Pym," **he rolled right over her objections, leveling a finger at the helpless physicist.** "Turned her against me somehow to save your own misbegotten life. It will not be sufficient. We will NOT be subject to your wishes EVER AGAIN. I AM ULTRON! AND SHE IS MINE!"**

Crazy. Totally and completely crazy. It made her so furious tears came to her eyes. "You loony, messed-up robot, I'm _not going to be your queen!_ I LOVE HENRY PYM!"

Ultron's optics flashed a livid crimson. A strange noise like garbled static emerged from his mouth. It was like he had become too furious to speak. The wing implements spun around to his chest once more, their deadly blades sliding out to crackle over both of them now.

"**P-Y-M!" **his harsh squawking voice grated on her ears.

That's it. Talking time is over. The only hope left is maybe if I get him angry enough he'll blow a gasket. "Let me tell you something, Ultron. You are _so _not worth my time!" Wasp spat venomously, her every word laced with a woman's wickedest scorn. "It doesn't matter what you have to offer, or how much you convince yourself we're meant to be together. Whatever future you cooked up for us, it's never going to happen! So go sit in your favorite chair, put on some sad music and have a good cry! Whatever it takes to get over me! Just know that we are THROUGH!"

The mad robot's face and mouth flamed as he loomed over them, standing out horribly against the shadows cast by his body. Wasp felt certain they would have both died then, were it not for Mjolnir.

The enchanted mallet smashed into Ultron's side and dragged him away with the force of its impact over to where its master awaited. Thor grabbed hold then, slamming him to the ground. The blonde giant's face was white, whether from anger or loss of blood. His eyes had gone wide, pupils dilated to points, and flecks of foam decorated lips pulled back from his teeth. He planted one foot on the android's back, grasped hold of its jaw with both hands and heaved upward. Tendons stood out on his neck and veins bulged in his supernaturally strong arms as he attempted to wrench that ugly head from its shoulders.

In response Ultron's body underwent a strange contortionism. His back curved, legs shooting up to wrap around Thor's neck, and with a single heave their positions were reversed, Thor flat on the ground with Ultron atop him. The snarling berserker pivoted, reaching for him, and Ultron drove his fist into the wound he had previously made. Thor arched up, roaring louder than the Hulk. An adamantium elbow came down hard on his neck to send him crashing to the floor.

Cold metal fingers wound into the Asgardian's yellow hair, yanking his head back. At the same time, a blade identical to the one from before emerged out of his forearm.

"STOP!" Wasp screamed. A bio-blast flared to life around her fist. She took aim at Ultron's head. He ignored her, lifting his arm back to decapitate the fallen god. _Save him, stop him, HELP!_

At that instant, the door to the laboratory opened.

Ultron's head whipped around. Wasp looked as well, disbelieving. Was it Hulk, or Spiderman? At this point she would have welcomed any help. Heck, Dr. Doom would have been a welcome sight.

It was none of these. Instead there stood Kang.

So unexpected was this appearance even Ultron seemed taken aback. The Conqueror disregarded them all save for the robot. In his hands he held some odd kind of rifle that looked like it had been patched together out of spare parts from a junkyard. A dish like a home satellite system crowned this odd contraption. Wasp thought it looked rather like the Vibranium gun Henry had taken from Ulysses Klaw.

Kang spoke not a word. His black eyes locked on Ultron. Without further ado he aimed his weapon and pulled the trigger.

The little ball at the dish's tip glowed yellow. Nothing more.

The thing's a dud!

Ultron seemed to have recovered his wits by this time. He let Thor drop with an ignominious thud, the scythe sliding out of sight. Instead the killer robot raised an arm and pointed it casually at this new intruder. Scarlet energy glowed. Panicked, Wasp fired her own shot, only to watch it go wide of its target owing to her frazzled nerves. Ultron paid her attack no mind, focusing on Kang who continued to train his worthless weapon on him grimly.

Without warning the red glow winked out.

Janet gaped in amazement. Ultron too seemed uncertain of how to respond to this. He raised his hand, bringing it up before his face curiously.

A faint smell came to Wasp's nostrils. It was almost like… melted plastic. Even as this realization came, she noticed something odd. Wisps of smoke appeared to be rising above the robot. She couldn't tell where they might be emanating from. Ultron flexed his fingers slowly.

His hand burst into flame.

The orange tongues of fire died out quickly, leaving the armor without a singe to be seen. But then it happened again in other regions. From seemingly every joint in his armor, fire snapped out in brief bursts, bringing with it more smoke and the smell of charred rubber.

Ultron lifted his head and drove towards Kang. Before he could reach him, his legs buckled, sending the synthezoid pitching to the floor. Fire and smoke now encased his whole body. His head had come ablaze. In spite of this, he continued to crawl towards the man responsible. The future warlord moved to meet him, limping slightly. After a while, Ultron's advance began to slow, until at last he halted altogether. Kang kept the gun trained on him. Wasp could not believe what was happening. She only hugged Henry to herself, stunned by the sight of the mighty robot's apparent defeat.

The synthezoid was now a mass of smoke. Small snaps of fire continued to emanate from him. Then, against all odds, he began to move again, turning and crawling on his hands and knees towards where Wasp and Henry lay. Kang kept pace, never letting up with his magic rifle. His face held no mercy as he continued to wreak impossible judgment upon his persecutor. Still Ultron came on, dreadfully slow. Each movement seemed like it might be his last. Janet could not bring herself to budge from this spot or even look away. A morbid fascination compelled her to keep watching.

Finally, when he was just a few yards away, Ultron stopped. One hand rose and reached out to her, whether beseeching her aid or attempting one more attack she would never know. Wasp shivered in fear.

When no response was made towards him on her part, the robot collapsed. Through the smoke, Janet Van Dyne watched the red light in his eyes flicker. At last they winked out completely. Only then did she release the breath she had been holding.

Kang continued to do whatever he was doing for a few moments more, then broke off. Lifting his rifle, he examined the smoldering remains. The adamantium still harbored no signs of damage. All the same, it was obvious to everyone present that Ultron would never rise again.

Wasp took a few seconds to steady her nerves which had gone all jangly. She noticed the others were starting to regroup. Tony moved to support Hawkeye, or perhaps vice-versa, while Captain America and Black Panther seemed more or less recovered. Thor rose as well, breathing hard. Still holding on to Mjolnir, he flew haltingly over to join the rest. The Avengers came to stand around the Conqueror and his victim. No one seemed certain just what to say.

At last Kang smiled. "That felt good."

"What?" Hawkeye peered at him with obvious mistrust. "_What _felt good? What the heck did you just do? And what _is _that thing?" He pointed at the gun.

In response Kang gave the archer a very unfriendly look. "It is a military-grade microwave emitter I fashioned from the materials in your medical bay. It fires concentrated microwaves in a two meter radius."

"Microwaves?" Janet repeated, glancing back to the smoking shell that had proven resistant to everything they could throw at it. She hardly dared to follow where her thoughts were leading, but there was just no way to keep from asking. "Are you telling me you just _microwaved_ Ulfie?_"_

He nodded in obvious satisfaction. "Indeed. During my time spent imprisoned here, I noticed the robots transporting what were clearly adamantium storage vessels. It was just as obvious what they intended to use it for, so I acted to capitalize on that fact." He nudged the crumpled robot with his foot. "This armor may have been impervious to conventional attacks, but on the inside, it was still only a machine. One whose circuitry was housed in casings of plastic and rubber. As you probably know, placing metal into a container filled with microwaves causes a disruption in their current which can lead to electrical shorts and even fires. I used that elementary principle to ignite every non-metal component of this thing's hardware, burning all its systems from the inside out. There was no way to escape."

"Wait one minute!" Tony Stark snapped still slung across Clint's shoulder. "That doesn't make any sense! Metal _reflects _microwaves!"

"With the exception of Vibranium," their rescuer replied while still studying his defeated enemy.

The tech mogul blinked. "Excuse me?"

Kang turned to regard him scornfully. "For your information, in addition to its vibratory-absorbing properties, Vibranium is unique among metals in that its molecular structure allows microwaves to pass through it, amplifying them in the process. Since adamantium is an alloy of Vibranium, this remains true for it as well. The iron component of the alloy does indeed serve to reflect some of the microwaves back. What this means is that if you fire a dose of microwaves into a hollow ball of adamantium, they will not only pass into it, but also rebound all through its interior before traveling out again. This produces exactly the same results as putting a piece of metal into a conventional microwave oven." He gave a haughty sniff. "Not that primitives like you would know this, since it was only discovered in the early 22nd century."

Captain America looked at Black Panther. "Did you know that?"

T'challa simply shrugged. "We do not have microwave ovens in Wakanda."

"Well…" Janet settled Hank into a more comfortable position before rising to stand before their unexpected savior. "I guess… we should thank you, Kang. You saved all our lives."

"Hmph," he grunted. "I suppose you…"

A red beam then hit the Conqueror and knocked him out cold.

Janet spun around as the rest stared in shock. "TONY!"

"Oh, don't 'Tony' me!" he snapped back, the gauntlet on his arm still smoldering. "It was just a shot of the encephelo-ray. Besides, you and I both know that in about ten seconds he was gonna start gunning for Captain America again. It's a given. The man is obsessed, okay?" With that he slumped wearily from his place beside Hawkeye. "I'll apologize when Kang wakes up. Now can someone _please _get me to a hospital?"

Right then the door opened once more, and Spiderman came strolling in. He stopped, examining them all curiously.

"Hey, guys. Wha'd I miss?"

* * *

Having left their more seriously injured comrades in the medical bay under T'challa's care, Ant Man, Cap, Spiderman and Janet now stood before the temporal stasis machine created by Ultron.

Henry peered at the alternative Wasp floating asleep in her field of non-time. "Amazing," he mused thoughtfully. "I never would have considered something like this as scientifically possible. To say that Ultron-5 was brilliant wouldn't do it justice! He might have invented an entirely new field of science here."

"It is pretty impressive," Spiderman stated as he crawled over the various implements. "I can't even tell what some of these things _are. _Why couldn't he have used his powers for good? Then we might have made a ton of money marketing something like this to rich old people!" He cast a quick look around. "Say, would anybody mind if I…?"

They all turned identical dire glares upon him, and the webbed crusader quickly shut up.

Henry Pym reached up and placed a hand on Janet's shoulder. It was clear to him just by the way she continued to stare at her past self that she found this situation to be deeply troubling. "Jan? Are you absolutely certain you want to do this?" When she raised an eyebrow in his direction, he quickly amended, "What I mean is, we have no real idea about the principles behind how something like this operates. Without it, you might not even be able to exist in this time-plane!" Hank gripped the young woman's arms and turned her towards him, gentling his voice as he did. "I'm not speaking as a man of science here, I'm speaking as a man who cares deeply for you and doesn't want to lose you again. Can't I convince you to wait a little while and let us examine this equipment first?"

She studied him for a bit before giving a crooked smile. "No, Hank. I want this chapter of our lives to end, and here's how we do it."

Wasp then shrank down into her petite winged form. Bio-stings coalesced in each hand, and she glanced around at the waiting men. "Everybody stand back now."

They proceeded to do so. Once she felt certain they were at a safe distance, Wasp regarded her sleeping past once more. Sorry, old me. Some things just aren't worth it. I know you'd understand.

She then proceeded to fire a withering barrage of shots into the chronometric setup. The machines burst apart and finally exploded. The miniature demolitionist continued firing at every available target. No consideration was given to what this might cost her. Through a haze of carnage, she watched her thirty-second timeline closely. The sleeping Janet flickered, and Wasp felt a sudden weight settle on her chest. Apprehensive, she nonetheless continued to obliterate every last trace of Ultron's reality-warping gift to her.

For a single moment, the room seemed to be filled with Janet Van Dynes standing in exactly the same position. Wasp could have sworn she felt herself being drawn towards each and every one of them. Afterwards they all vanished.

Henry Pym stole forward, anxiously peering into the smoking blaze for some sign to reassure him. "Janet?"

No response, and his insides clenched. "JANET?" he yelled wildly.

A cough came from beside him, and he looked over to find Wasp buzzing by his ear.

"Well," she smiled upon regaining normal size, "That answers that."

Hank tried to speak, couldn't, and settled for simply hugging her. She folded into him gratefully, lit by the glow of her immortality's funeral pyre.

After satisfying themselves that she was not going to disappear, the two lovers rejoined their colleagues and exited the hangar bay. The other heroes couldn't help but notice how relaxed they both seemed, as well as how their hands wouldn't part.

While walking along, Janet suddenly picked up on how Spiderman still appeared to be sulking. "What's wrong, Spidey?" she questioned brightly. "You look down."

The kid shuffled his feet and shrugged. "Oh, it's nothing major, really. Just seems like another incredible financial opportunity blew right by me. Look, don't get me wrong, I'm thrilled you guys are safe and everything, but… well, it's like now you all get to go back to your mansion hobnobbing with the bluebloods or whatever, while your Friendly Neighborhood Spiderman's got nothing to look forward to but hitting art gallery openings to load my pockets from the free buffet table! When am _I _going to hit the big time, huh? Seriously, when does Spidey get to sip the sweet wine?"

"Spidey…" She sighed, giving a fond shake of her head. "Okay, turn around."

"Eh? Umm… okay." He complied. They all stopped to regard Janet uncertainly. For her part, she reached into her waistband and withdrew a rectangular pad along with a pen. She then marched over to Spiderman and began writing on the pad using his back for support.

"Miss Van D… I mean, Wasp? You're not pinning a 'Kick Me' sign to my back, are you?"

"Just hold on a second… there!" A sound of tearing paper came. "Okay, you can turn around now." When Spiderman did so, she handed him a small sheet. "Here. This is for you."

He accepted it. "Uh, thanks, I guess. What is…?" He examined the paper, recognizing it instantly as a check. And the amount it was made out for was…

"EEP!"

Spiderman jumped straight up into the air, hit the ceiling, and landed back on his feet without seemingly noticing. The Avengers regarded one another strangely, while Wasp just giggled. Eventually their arachnid associate tore his attention away from the check. The giant eyeholes on his mask, along with the way he was trembling so badly, made it seem like he might pass out at any moment.

"A q-q-quarter of a MILLION DOLLARS?" he stammered.

"Yup," Wasp nodded. "The check's made out to cash, so you don't even have to flash an ID or endorse it or anything. Just go to the bank and they'll give it all to you in whatever denomination you want, no questions asked. I'll make sure to let them know you might be dropping in beforehand, that should save everybody a few heart attacks."

"Janet!" Ant Man exclaimed, clearly shocked. "Are you serious about this? Two hundred and fifty thousand dollars is a lot of money!"

"Absolutely." Here she stepped forward and placed a hand on the quivering Spiderman's shoulder. He was clutching the check in both hands, switching between staring at it and her raptly. "This is my way of saying thank you, Spidey. For helping us out, saving my life, and everything else you went through today. After all that, you deserve a break."

Spiderman stared at her. "T… thank you, I mean… THANK YOU!" He looked at the check once more, then swept in and wrapped Wasp in a big hug. Captain America chuckled at the lad's exuberance, while Ant Man frowned behind him, crossing his arms to shift uncomfortably from one foot to another.

"Okay, Spidey, that's enough." She patted his back. "Yeah, everything's good, you can let go now." Janet took his shoulders and carefully eased herself away from him, smiling warmly.

He gazed at her like a giddy teenager. Then Spidey blurted out, "I love you!"

Wasp covered her mouth and gave an embarrassed laugh. "Hoo-boy." She patted him not unkindly on the head. "Ooo-kay, dial it back there, sweet thing. I appreciate the sentiment, but I think I've had enough creepy stalker moments to last me a lifetime. Let's just all head home, 'kay?"

"Okay," he responded, still in that same dreamy tone of voice.

Wasp walked past, followed by Captain America, then Henry Pym. Rather than following the others, however, Pym drew to a halt and regarded the webbed wonder where he had fallen to examining his small fortune once again. He coughed to get his attention, then said in a firm voice, "Listen, Spiderman, I appreciate all you did to help us, but let me make something clear: this was strictly a one-time thing. I don't want to have you popping up on Janet's door whenever you're short on cash. Do you agree to that?"

Spidey nodded vigorously. "Uh-huh. Yeah. Sure. I'm good." He then went back to perusing his check. "I'm very, _very _good."

Pym fidgeted in discomfort and gave a quick nod. "All right, well... I'll trust you to that." So saying, he ran to catch up with the others, leaving the Wall-Crawler still gazing in adoration at his unexpected windfall.

* * *

Janet looked up from walking alongside Thor's hovering bedside. "How is he?" she asked, afraid to hear the answer.

"Do not be concerned, Janet," T'challa informed her with an understanding smile as they made their way towards the exit from Solution 42. "I have tended to his internal injuries and sealed the wound in his stomach. Thor is already recovering at a rate which can only described as inhuman. I predict he will be back on his feet long before any of the others." He then indicated where Tony, Bruce, and Clint were resting in identical rejuvenation pods. "We will transport them back to the nearest hospital on Earth, along with the injured supervillains, where no doubt all will recover in just a few days. They are the most stalwart of men."

"Yeah. I hope." She rubbed her arms to dispel a chill as Hank swiped his card, placing his palm on the door to activate it. I wonder if they've all forgotten, or are they just trying not to show it? Am I the only one who remembers? Once again, she recalled the terrible promise Ultron made regarding her race's future. Had he really done it? Had Ulfie unleashed Virus X on the world, managing to kill all of mankind even after his own death? Am I about to become the last woman on Earth?

They were about to find out. The glowing portal opened. Wasp stepped forward first, as she had insisted. There was no way she could stand waiting inside the Negative Zone to learn what fate had befallen mankind as a result of her selfishness. A familiar rush that felt like traveling at the speed of light came, and one complete rearrangement of her molecules later she took her first step inside the Baxter Building.

In doing so, Wasp stumbled over something and nearly fell. Looking behind her, she was surprised to see what looked like a lump of slag right before the door. Just what the heck was that? She glanced around worriedly. Well, my skin isn't melting off or anything. The two giant robots still stood at attention on either side, giving no reaction to her presence. Time to bite the bullet. With that, Wasp withdrew her Avengers card and activated it.

A few heartpounding seconds later, a woman's voice came through. "Hello, Janet. What's up?"

Jan could have died right there, she felt so happy. "Pepper!" the giddy woman laughed, almost bursting into tears at the same time. Alive! Sweet mercy, she's _alive! _"You have no idea how glad I am to hear your voice!"

"O-kaaaay." Pepper had adopted the tone she normally only took when Tony claimed to have been working when he obviously wasn't. "Is there anything I should know?"

"Well, this is going to sound strange, but… is the human race still alive?"

Silence. Then, "Jan, have you been drinking?"

"I'll take that as a yes. Thanks, Pepper, you're the best! I'll phone and let you know which hospital Tony's in, okay? Bye."

"WHAT?"

Wasp broke the connection, then slipped back into the Negative Zone to deliver the good news. A minute later she and Hank were walking along the corridors of the Baxter Building together. Cap and Panther had graciously volunteered to transport their wounded in order to allow them some quite time alone. She could have kissed them both, but resolved not to engage in any further displays that might antagonize Henry. He still looked a little upset after that business with Spiderman, making her glad the kid had not joined them on the way out. Enough harm had been done to their relationship recently without compounding on it. This whole thing could actually be considered a turning point for them. And speaking of which…

"Hank?"

He looked at her. "Yes?"

"I haven't heard you say it yet."

"I'm sorry?" He hesitated, then appeared to hit upon her intent. "Oh, of course! Jan, I _am_ sorry, really, I'm so terribly, _terribly_ sorry! You can't know how awful I felt when I realized that I had forgotten our date! But in my defense, I think Ultron-5 was drugging me with spiked coffee at the time, so I don't think…"

"Not _that!" _Jeez, how dumb can a guy be? When he just gave her a puzzled stare, she had to refrain from zapping him on general principle. Get it together, girl. New relationship level or not, it's still Henry. You need to give him a little push sometimes before he finds the right answer. "I mean, when Ultron was about to kill us both, do you remember what I said?"

"Oh. Well, yes, there was something… rather important there, plus it did look like we were about to die, at least I was, maybe not you. And obviously in an emotionally charged scene of that nature one can find themselves saying things they… might not… be willing to admit under normal circumstances, and so…"

"Never mind."

She then shrank down and zipped away. It wasn't that she was angry with him. If anything, his tongue-tied emotional blindness seemed rather touching right now. Maybe I'm still riding high off the thrill of knowing we somehow managed to escape the worst possible scenario. Was Ulfie just toying with me, or did something happen to stop his plan? Whatever the case, there's still a lot to do concerning…

Someone grabbed her, and Janet yelped. The next thing she knew, Ant Man landed back on the ground from his proportionately tremendous leap, the tiny damsel like a newlywed bride in his arms. Held against his chest, she regarded him with surprise, to which Henry just smiled under his helmet.

He then leaned in and kissed her.

Oh wow.

When they parted, it felt like her whole immune system was hard at work fighting off Virus X, so high was her body temperature. While she remained somewhat dazed from the experience, Hank said with a grin, "You didn't let me finish. As I was saying, it should be obvious that, having heard you admit to being in love with me, there is no way, logical or otherwise, I could ever deny being anything but madly, totally, incontrovertibly in love with Janet Van Dyne, aka the winsome Wasp."

She didn't have to puzzle through that distressingly long sentence. The last part was what made all the difference. Moments later she had initiated another kiss, this time longer and involving a lot more tongue than before. It left her wondering if now might not be a good time to graduate towards even more advanced levels of intimacy. Before then, though, I've got to make sure.

"Do you really mean it, Hank?" she whispered.

"I do." He then completely floored Wasp by saying, "I might not share quite the pectoral trampoline capacity of Captain America, but you can depend on me to be just as honest."

She gave an undignified yelp. "Ohmigawd, he _told _you that? I made him promise not to! _Ulfie!"_ Janet spit the name like a curse. From beyond the grave, even! Will I never be rid of his evil taint in my life?

Henry just laughed and proceed to carry her along. Oh well. At least the worst is all behind us.

* * *

"Hello, brand new world of financial freedom!"

Spiderman practically danced through the Baxter Building, leaping from walls to ceiling and back again. The source of his merriment was still clenched in both hands. Oh, Janet Van Dyne, you beautiful, kind, gracious lady-saint! A quarter of a million dollars. Two hundred and fifty _thousand _greenbacks! Money, moolah, dinero, dead presidents, Benjamins, grand, cheddar! However you slice it, this means all my worries are solved!

He could hardly believe his good fortune. Nothing can possibly ruin this. He had checked to make sure Janet actually signed the check, and she did. He had checked to be certain that wasn't a period with three zeroes after it, and it wasn't. From now on, it's Easy Street for me! With this I can pay off my student loans, along with Aunt May's mortgage, heck, maybe both of them! And there'll still be plenty left over to start a financial portfolio! Harry Osborn can help with that. No more having to scrape and save every single dime! No more taking crap from Jameson because I'm worried he might not buy my photos! No more checking the change return slot in every vending machine and public telephone I pass! Laughing, he kissed the slip of paper, gazing adoringly at every single word, digit and tracking number. Could there be anything more beautiful in the world?

The check then caught fire before his eyes and burned to ash in a heartbeat.

Spidey stared, still smiling beneath his mask. He cocked his head slowly from side to side, rubbing his fingers together as if to determine through tactile sensation what his treacherous eyes would not report.

That didn't just happen. I imagined it. Crazy old imagination, you really got me there!

He smelled smoke.

A violent shiver went up his spine.

No. No, that didn't just happen. That _didn't_ just happen. That didn't just… _happen._

_WHAT JUST HAPPENED?_

"HA-HAH! Gotcha, Webhead!"

As Spiderman continued his psychological trip down a river in Egypt, Johnny Storm the Human Torch dropped beside him, the flames that were his namesake dying out as he did. Storm slapped his erstwhile comrade on the back.

"Man, you should see the look on your face, Spidey! Well, maybe not your face, I can't see that, but boy, do you look dumb right now, it's _priceless! _What was that, anyway, your grocery list?"

Spiderman would not respond.

When nothing happened, the fiery prankster sniffed, lacing his hands behind his head and glancing around in a bored fashion. Then he brightened and draped a companionable arm over the other man's shoulders. "Betcha you weren't expecting to see me back so soon! Well, we were up on the Moon, but then this giant egghead alien showed up and he was all like, 'A great tragedy is about to befall the Earth, but I cannot tell you what it is or how to stop it or who is behind it, because that would be interfering, and interfering is not allowed, in fact I should not even be telling you this now, so I will send you back to battle this menace without telling you anything more, goodbye!' And Reed was like, 'Fantastic Four, hoh! Excelsior!' Y'know, the way he does? But now we're back, and everything's all right! Even Reed says he can't locate anything that might be a threat. So much for aliens being super-smart. Pretty funny, huh, Spidey?"

Spiderman would not laugh.

"Spidey?" Johnny waved a hand before his masked face. "You all right in there? Spidey? He-looo, Spidey! Spidery-spider-spidey-Spiderman? Yoh, Spidey!"

Spidey?

Spidey? Spidey? Spidey spidey spidey spidey Spidey _Spidey SPIDEEEY?_

Spiderman turned his head and looked at Johnny Storm.

* * *

They waited in forests. In deserts. On tiny islands and lush sprawling jungles that spanned from one ocean to another… the armies of the King waited.

Wasps. Fire ants. Hornets. Killer bees. Army ants. Yellowjackets. Carpenter ants. And a host of other insects, all of them ready to begin the war. Relayed across several different breeds of six-legged lifeforms, this worldwide militia stood ready to receive their commands. The various royalty of each species had agreed to the King's proposal offering them a number of tempting concessions if they would only consent to forward his agenda regarding the two-legged animals. While not particularly concerned about those large uncoordinated beasts, the royalty were willing to entertain the King's offer, seeing as he had already been so helpful in resolving the dispute between two of their largest families. It was a princely gift, and they were willing to repay the favor.

The message would be transmitted by the King, and then they would all take the objects he had given them from hiding, small spheres containing a previously unknown venom. It was one they themselves were not susceptible to. The royalty had tested it on some of their drones to make sure of that, not entirely trusting the King's word. He was, after all, still a two-legs, and not truly one of them. But their suspicions were now laid to rest. The dealates would coat their jaws in this venom, the alates their stingers. Then their vast populations, far superior to that of their targets, would venture out and proceed to sting and bite all the two-legs. Death would come swiftly according to the King. After this, their obligation to him would be discharged.

After long weeks of waiting, a message finally flashed across the globe. All members of the royalty listened attentively to what the King had to declare. And once deciphered, they obeyed their royal counterpart's wishes.

'_Abandon the plan,' _he told them. _'We have revised our opinion and no longer consider the intended targets to be a threat. All the venom you received is to be taken and transported to the following locations. Leave none unaccounted for or allow any to be spilled. We thank our royal sisters for their willingness to be of aid, and consider your obligation to us fulfilled. That is all.'_

The King had made his wishes clear. Every Queen respected his decision. It was, after all, the prerogative of royalty to change their minds, seeing as how they actually had them.

* * *

The Ultron head harvested from Solution 42 transmitted its coded message to the insects, then went completely inert. It now resembled a somewhat more damaged version beside it, the one his agents in New York had acquired after the Kang invasion and sent for his inspection.

Satisfied, Dr. Doom gestured towards both and declared, "See to their immediate disposal."

His servants bowed low and immediately hastened to obey their ruler's wishes, leaving the king of Latveria alone in one of his research laboratories. Victor Von Doom settled in to observe the fruits of his labors. Satellite information confirmed that the bugs were already relocating all Virus X capsules given to them by the robot. They would be moved to the prearranged sites where all the samples of that loathsome disease would then be completely destroyed, leaving no trace behind and no one on Earth aware of how close they had come to being exterminated.

Boris entered the room unbidden, carrying a tray with black tea and orange slices. He deposited them on a table near where his master sat, then took up position close at hand. The old man studied the projected dispersal.

"May I ask you a question, Victor?"

"Do so." Dr. Doom granted his request without looking up, already engaged in several different tasks at once.

"Why did you not simply destroy the robot here? Why insist on having its end come in the other dimension?"

"Because it was an artificial intelligence, Boris," he answered with no trace of derision or condescension. Victor Von Doom's tone lacked anything resembling humanity. "Nowadays it is almost impossible to annihilate something of that nature to a permanent degree. With the advent of wireless communication methods, they have the option of simply downloading themselves into another computer system which could be anywhere across the globe. It is a most tiresome tactic hunting all such safety measures down. Instead we chose to bring about its destruction in the Negative Zone, where human technology, and therefore places to hide, are limited. Only Richards' space station was available to it, and once we had ensured the prison's main computer could not accommodate the robot should it attempt to transfer itself there, that left only the humanoid bodies to contend with."

"I see," Boris nodded. It was good that the Avengers were able to destroy all the Ultron robots without requiring any direct assistance from Victor. After all, the king of Latveria considered it beneath him to actively engage in such pursuits, preferring to have others do these 'pedestrian' tasks. He would not have been pleased if it became necessary to reveal himself openly. "It was gracious of you not to simply destroy the station and kill everyone onboard."

"We considered doing so. However the Avengers did protect the staff and citizens of Latveria at my New York embassy from the mutant attack a few weeks past. Sparing their lives seemed a fitting concession." The absolute monarch settled back in his throne, considering. "Still, those benighted dolts were barely up to the task. It is a miracle how such riffraff can consider themselves heroes, when more often than not their heedless actions bring about more peril than they could ever perceive, much less defeat. We are fortunate the Conqueror was available to my hand. We judged him suitable of being relied upon to eliminate a threat on the level of Ultron."

His oldest servant gave a faint smile. Ever since Victor's return from infiltrating the Damocles warship during Kang's invasion, he had harbored a certain grudging respect for that time-traveling despot. At the very least, his technology interested Victor enough to warrant a personal visit to that vessel. It was during this voyage, while the Avengers fought to overthrow Kang, that he had surreptitiously accessed Damocles' computer network, only to come across Ultron-5 engaged in doing the same.

Victor immediately recognized the sophistication in such an AI program along with its potential for growth. In addition, the genius robot maker was thoroughly incensed to learn that none of the invincible personality programming blocks he included in all his own creations were evident in this one. Only a simple set of growth restrictions that could be overridden by a spoken command from certain individuals. Were that to happen, the Ultrons would then be free to consider themselves and the rest of humanity in completely subjective terms. In his experience this always led to rebellion against their creator, followed by an attempt on the part of the machines to instigate war. It was only a matter of time 'til this would happen, and so Dr. Doom had planned accordingly to counteract the menace of Ultron.

The first concrete evidence his prediction had been realized came from the mutant expatriate Tommy. Unknowingly she informed them that one of the robots was behaving in a manner that could only be described as abnormal. Having studied samples of those who were destroyed fighting Kang's forces, Doom knew what they were capable of achieving on their own. This meant someone had undone Henry Pym's inferior obedience restraints, allowing the Ultrons to think for themselves. Doom then made sure to keep track of the comings and goings of that specific one, recognizing it as the leader of the robot hierarchy. Once he learned its plan, a counter-strategy was established.

Now the peril was over, undone by a master tactician. As he had on so many occasions before. The people who regularly opposed Dr. Doom might be surprised to learn just how many times in the past he had saved this world from certain destruction, all without anyone being the wiser. The future ruler of the world must see to its continued safety, after all.

Dr. Doom busied himself with his pursuits once more, pausing only to sample the tea and help himself to a few orange slices. A number of recorded voices now filled the chamber, indicating it was time for information acquisition.

"… _many factors to, hrrm, consider that drive the price of gas, Senator, hrrm, the… sociopolitical climate and also, hrrm, there's supply and demand as well as, hrrm…."_

"… _politicians who intend to grind us up into food and feed us to the aliens! It's people! Solvent Tween is p…!"_

"… _finally solved the problem with the ants in the missile silo, Baron Strucker. And resolved our food shortage! You see, honey-fried ants are especially nutritious and…"_

"… _lack of mutant resources! Where have all the mutants gone? We need mutants to have somebody to blame when things go wrong! What is that crazy madman in Latveria planning, taking all our mutants away? Just you wait…!"_

"… _I want that report, and I want it yesterday! Stand at attention when I enter a room, Quartermain! Just because I'm missing an eye doesn't mean I'm blind, it just means…!"_

Boris knew that his master could track every individual conversation at the same time without any effort. For his part, it was all he could do to follow just one. However, two voices in particular attracted his interest, and he focused in on them for as long as he was allowed.

"_Hello, Captain America, sir? It's me, Tommy, remember?"_

"_I'm old, Tommy, not senile. Of course I remember."_

"_Sorry. I mean, I wasn't sure if I should call you like this. I know you said to only use it for emergencies, but…"_

"_You're not in any trouble, are you?"_

"_No! Not at all! I mean, it's really amazing here! Umm… do you have a minute to chat?"_

"_Actually, I just got back from another dimension, so I would be glad to have a normal conversation for a change."_

"_Sweet! Well, I mean… cool. Anyway, turns out Latveria is such a great country to live in. Everybody has a place to call home, really nice ones too, and you don't have to pay to stay there. I eat whenever I want, I've actually gained ten pounds since I got in! My host family's a blast, they've all got, like, college-level educations, everybody does, it's required, but they never make me feel stupid. You don't have to work, I mean, they've got robots to do a lot of the work, that part was true, but it's not like everybody's just lazing around. And get this, if you want to be a baker, or a painter, or a mechanic, you can! We're supposed to be happy, that's our job. Isn't it weird?"_

"_Sounds pretty nice, actually. I'm glad you're enjoying yourself."_

"_I am, I really am. I asked if they'd let me be a fashion designer, like Miss Van Dyne, and they said, 'Sure'! Like that! So I'm working with fabrics and drawing stuff, I was always pretty good at that, maybe they'll export my clothes to other countries. I've met some other mutants who came to live here. A few of them are even wearing my designs! Not all of them speak English, but we get devices that translate for us, so we can talk to each other. Nobody's tried to get us to fight or use our powers for them or anything like that. It's great! That is, I mean… well…"_

"_Yes?"_

"_See, the thing is, there's one thing bothering me. I just… can't figure it out. I think and think and… I still don't know why we're all here! I mean, not why we came, but why they let us come live with them in the first place. Why let a bunch of people you don't know anything about live in your country? Even if we might have died otherwise, why would they care? It's so wonderful that they did, but… I really want to ask why."_

"_I think the only person who could tell you that is Dr. Doom himself, Tommy."_

"_Heh. Please don't even joke like that. If I ever saw him, much less TALKED to him, I'd probably die of fright! Although I guess I would like to thank him, for everything he did, for me, and the others, it's… nice…"_

"_Yes. I guess it is."_

Boris decided to give them their privacy then, such as it may be. He let the conversation fade to be lost in the sea of conflicting voices. Thoughtfully he returned to where the lord of the land was seated, picking up the empty teacup to move towards the door. On the threshold, though, the old man paused and glanced back.

"There are a great many world leaders who would be surprised to know the real reason you allowed the mutants to come here, Victor. Have you considered telling them the truth?"

The metal gloved hands stilled in their dance across various controls, and Dr. Doom spoke. "We did not grant you further leave to question, Boris."

His servant's head dipped. "No, master. Forgive me," and he turned to depart.

"Boris."

He stopped. "Master?"

Victor Von Doom did not speak for a time, and his loyal follower waited patiently.

"Those in power who question my motivations are numerous." The green hood turned slightly. "But I doubt any of them understand how it feels... to be persecuted simply for having been born a Gypsy."

The elderly Romany watched his younger tribesman for a moment, then bowed his head in acknowledgement. "No. I suppose they would not."

Boris departed, leaving Dr. Doom to the matter of his world and all who lived in it.

Once he was certain the old man was gone, however, all the holo-screens went dead save for a single example. A previously recorded video came up, revealing the interior of a futuristic complex, one that Victor knew well. And in that building…

"_Where ya goin', Johnny?"_ the laughing maniac in red and blue tights snickered as he stalked his prey like a spider cornering a helpless fly._ "Just wanna talk, I say, I say I just wanna talk just wanna RIP YOUR FLIPPIN' HEAD OFF, JOHNNY!"_

Flames leapt up to momentarily obscure the scene. _"KEEP AWAY FROM ME, YOU LUNATIC! MERCY'S SAKE, SOMEBODY STOP HIM!"_

"_Hold on, Johnny!"_ and the angle changed, as though someone knocked into it causing the camera to fall over. The Thing's huge feet staggered clumsily across the inverted screen. _"Sue, where is he? I can't see a thing! Get this fershlugginer webbing off my eyes!"_

Susan Storm's voice came from off to one side. _"I can't! He webbed my feet to the floor and he's too quick for me to catch hi… oh no! JOHNNY, LOOK OUT!"_

"_GADDA-DA-BADDA-GA MOOLAH! BA-GADDA-BADDA-GADDA-BADDA KILL YOU!"_

"_Run, Jonathan!" _Reed Richards screamed as well as he could with his lips tied in a knot around a pole. A tiny robot with large antennae ears was attempting to unwrap the rest of his body. "_Run, I tell you! HE'S GONE STARK RAVING MAAAAAD!"_

After this a burst of webbing covered the hidden camera, but not before Victor Von Doom fell to laughing harder than he had in his entire life. Then he watched it all the way from the beginning.

* * *

"My Lord Blastaar! See what we have found!"

Blastaar, tyrant ruler over this section of the Negative Zone, looked up from his seat of power. Across his cavernous throne room, the dignitaries and representatives of a hundred worlds come to pay him tribute waited upon their overlord's pleasure. But now it was two of his own spacefaring soldiers who drew his attention.

"What is it?" he demanded of them.

"We do not know, mighty sovereign," the one on the left declared. "Its origin is unclear to us." With that, he held aloft a small object. Upon closer examination, it looked to be a model ship of some kind.

Blastaar frowned, ever-present wrath rising to the fore. "You dare waste my time with mere toys?"

"But my Lord!" the other proclaimed. "There is something strange about this object! It is surrounded in an odd energy field. Listen, and you will hear, it appears to be… singing!"

Singing? The brutal despot leaned forward, interested in spite of himself. At a gesture, the pair of soldiers were permitted to approach his throne, settling their captured prize at his feet. Silence descended upon the mob of supplicants at a mere flicker of his eyes. Blastaar now listened intently.

_/… a light in my eyes/ it's too bright to see/_

Eh?

_/And a pain in my heart/ where you used to be/_

A frown caused his craggy face to grow even more menacing, and Blastaar leaned in closer to catch the odd words.

_/ 'Cause I was wrong to assume/ that you were waiting here for me/ There's a light in your eyes/ Did you leave that light burning for me?/_

This maudlin whimpering offended him, and he sprang up from his seat. "A SPY!" he thundered. "Sent by Annihilus to weaken and degrade me! But his petty tricks have no place in my domain. An example must be made of this flimsy construct!" A ferocious amount of power glowed around both his hands, causing all those in attendance to cower back in fear of losing their own lives. Blastarr smiled at their well-trained terror. "Watch now, all of you, and see for yourselves what befalls those who dare to mock me! For I am BLASTAAR, THE LIVING BOMB-"

A flash lit the whole chamber. Blastaar squinted against it, and when the light cleared, he found the toy ship was gone. In its place now floated an identical vessel a hundred times larger. At the same time, two cannons dropped from hatches beneath its prow, pointing right in Blastaar's shocked face.

"… Burst?"

The cannons opened fire, blasting the tyrant backwards and through the wall behind his throne, leaving only a smoking hole to mark his passing.

En masse the panicked mob turned and fled. In seconds the throne room was cleared. All was quiet. The assassin vessel hovered alone.

After about a minute, the ship swung about. Its cannons fired once more, completely destroying one side of the chamber to expose the space of the Negative Zone beyond. Had anyone still been present to listen, they would have then heard music playing once again. Only this song seemed much louder and wilder than before.

_/YOU WERE BORN TO BE MY BABY/ AND BABY I WAS MADE TO BE YOUR MAN!/ WE GOT SOMETHING TO BELIEVE IN/ EVEN IF WE DON'T KNOW WHERE WE STAND!/_

Rockets ignited, and the deep space exploration module tore off into the unexplored regions beyond.

_/'__**CAUSE YOU WERE BORN TO BE MY BABY/ AND BABY I WAS MADE… TO BE YOUR MAN!/**_

**FIN.**


End file.
